SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark One)

(X)   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                   For the Fiscal Year Ended January 31, 2009
    OR
( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                           Commission File No. - None

                             ENERGAS RESOURCES, INC.
                    -------------- ------------------------
                 (Name of Small Business Issuer in its charter)

             Delaware                                 73-1620724
----------------------------------        ------------------------------------
  (State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)

    800 Northeast 63rd Street
    Oklahoma City, Oklahoma                            73105
    ---------------------------------------           --------
    (Address of Principal Executive Office)           Zip Code

Registrant's telephone number, including Area Code: (405) 879-1752
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ]

Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [  ]                   Accelerated filer  [ ]

Non-accelerated filer  [  ]                     Smaller reporting company  [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act):     [ ] Yes     [X] No

The aggregate market value of the voting stock held by non-affiliates of the
Company on April 30, 2009 was approximately $3,665,000.

As of April 30, 2009, the Company had 91,150,144 issued and outstanding shares
of common stock.

Documents incorporated by reference:      None

<PAGE>

           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

         This report includes "forward-looking statements". All statements other
than statements of historical facts included in this report, regarding the
Company's financial position, reserve quantities and net present values,
business strategy, plans and objectives of management of the Company for future
operations and capital expenditures, are forward-looking statements. Although
the Company believes that the expectations reflected in the forward-looking
statements and the assumptions upon which such forward-looking statements are
based are reasonable, it can give no assurance that such expectations and
assumptions will prove to have been correct. Reserve estimates are generally
different from the quantities of oil and natural gas that are ultimately
recovered.



<PAGE>


                                    GLOSSARY

      The following terms are used throughout this report:

      BBL. One stock tank barrel, or 42 U.S. gallons liquid volume, usually used
herein in reference to crude oil or other liquid hydrocarbons.

      BTU. A British thermal unit which is the amount of heat required to raise
the temperature of one avoirdupois pound of pure water form 58.5 degrees to 59.5
degrees Fahrenheit under standard conditions.

      DEVELOPED ACREAGE. The number of acres which are allocated or assignable
to producing wells or wells capable of production.

      DEVELOPMENT WELL. A well drilled as an additional well to the same
reservoir as other producing wells on a Lease, or drilled on an offset Lease not
more than one location away from a well producing from the same reservoir.

      EXPLORATORY WELL. A well drilled in search of a new undiscovered pool of
oil or gas, or to extend the known limits of a field under development.

      GROSS ACRES OR WELLS. A well or acre in which a working interest is owned.
The number of gross wells is the total number of wells in which a working
interest is owned.

      LEASE. Full or partial interests in an oil and gas lease, authorizing the
owner thereof to drill for, reduce to possession and produce oil and gas upon
payment of rentals, bonuses and/or royalties. Oil and gas leases are generally
acquired from private landowners and federal and state governments. The term of
an oil and gas lease typically ranges from three to ten years and requires
annual lease rental payments of $1.00 to $2.00 per acre. If a producing oil or
gas well is drilled on the lease prior to the expiration of the lease, the lease
will generally remain in effect until the oil or gas production from the well
ends. The Company is required to pay the owner of the leased property a royalty
which is usually between 12.5% and 16.6% of the gross amount received from the
sale of the oil or gas produced from the well.

      MCF. One thousand cubic feet.

      MCFE. Equivalent cubic feet of gas, using the ratio of six Mcf of natural
gas to one Bbl of crude oil, condensate or natural gas liquids.

      NET ACRES OR WELLS. A net well or acre is deemed to exist when the sum of
fractional ownership working interests in gross wells or acres equals one. The
number of net wells or acres is the sum of the fractional working interests
owned in gross wells or acres expressed as whole numbers and fractions.



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<PAGE>


      OPERATING COSTS. The expenses of producing oil or gas from a formation,
consisting of the costs incurred to operate and maintain wells and related
equipment and facilities, including labor costs, repair and maintenance,
supplies, insurance, production, severance and other production excise taxes.

      PRODUCING PROPERTY. A property (or interest therein) producing oil or gas
in commercial quantities or that is shut-in but capable of producing oil or gas
in commercial quantities, to which Producing Reserves have been assigned.
Interests in a property may include Working Interests, production payments,
Royalty Interests and other non-working interests.

      PRODUCING RESERVES. Proved Developed Reserves expected to be produced from
existing completion intervals open for production in existing wells.

      PROSPECT. An area in which a party owns or intends to acquire one or more
oil and gas interests, which is geographically defined on the basis of
geological data and which is reasonably anticipated to contain at least one
reservoir of oil, gas or other hydrocarbons.

      PROVED DEVELOPED RESERVES. Proved developed oil and gas reserves are
reserves that can be expected to be recovered through existing wells with
existing equipment and operating methods. Additional oil and gas expected to be
obtained through the application of fluid injection or other improved recovery
techniques for supplementing the natural forces and mechanisms of primary
recovery may be included as "proved developed reserves" only after testing by a
pilot project or after the operation of an installed program has confirmed
through production response that increased recovery will be achieved.

      PROVED RESERVES. Proved oil and gas reserves are the estimated quantities
of crude oil, natural gas, and natural gas liquids which geological and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known reservoirs under existing economic and operating
conditions, i.e., prices and costs as of the date the estimate is made. Prices
include consideration of changes in existing prices provided only by contractual
arrangements, but not on escalations based upon future conditions.

      (i) Reservoirs are considered proved if economic producibility is
supported by either actual production or conclusive formation testing. The area
of a reservoir considered proved includes (a) that portion delineated by
drilling and defined by gas-oil and/or oil-water contacts, if any; and (b) the
immediately adjoining portions not yet drilled, but which can be reasonably
judged as economically productive on the basis of available geological and
engineering data. In the absence of information on fluid contacts, the lowest
known structural occurrence of hydrocarbons controls the lower proved limit of
the reservoir.

      (ii) Reserves which can be produced economically through application of
improved recovery techniques (such as fluid injection) are included in the
"proved" classification when successful testing by a pilot project, or the
operation of an installed program in the reservoir, provides support for the
engineering analysis on which the project or program was based.


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<PAGE>

      (iii) Estimates of proved reserves do not include the following: (a) oil
that may become available from known reservoirs but is classified separately as
"indicated additional reserves", (b) crude oil, natural gas, and natural gas
liquids, the recovery of which is subject to reasonable doubt because of
uncertainty as to geology, reservoir characteristics, or economic factors; (c)
crude oil, natural gas, and natural gas liquids, that may occur in undrilled
prospects; and (d) crude oil, natural gas, and natural gas liquids, that may be
recovered from oil shales, coal, gilsonite and other such sources.

      PROVED UNDEVELOPED RESERVES. Proved undeveloped oil and gas reserves are
reserves that are expected to be recovered from new wells on undrilled acreage,
or from existing wells where a relatively major expenditure is required for
recompletion. Reserves on undrilled acreage are limited to those drilling units
offsetting productive units that are reasonably certain of production when
drilled. Proved reserves for other undrilled units can be claimed only where it
can be demonstrated with certainty that there is continuity of production from
the existing productive formation. Proved undeveloped reserves are not
attributable to any acreage for which an application of fluid injection or other
improved recovery technique is contemplated, unless such techniques have been
proved effective by actual tests in the area and in the same reservoir.

      ROYALTY INTEREST. An interest in an oil and gas property entitling the
owner to a share of oil and gas production free of Operating Costs.

      UNDEVELOPED ACREAGE. Lease acres on which wells have not been drilled or
completed to a point that would permit the production of commercial quantities
of oil and gas regardless of whether or not such acreage contains proved
reserves. Undeveloped acreage should not be confused with undrilled acreage
which is "Held by Production" under the terms of a lease.

      WORKING INTEREST. The operating interest under a Lease which gives the
owner the right to drill, produce and conduct operating activities on the
property and a share of production, subject to all Royalty Interests and other
burdens and to all costs of exploration, development and operations and all
risks in connection therewith.

ITEM 1.     DESCRIPTION OF BUSINESS

      The Company was incorporated under the laws of British Columbia, Canada on
November 2, 1989 and on August 20, 2001 the Company became domesticated and
incorporated in Delaware.

      The Company is involved in the exploration and development of oil and gas.
The Company's activities are primarily dependent upon available financial
resources to fund the costs of drilling and completing wells.

      The Company evaluates undeveloped oil and gas prospects and participates
in drilling activities on those prospects which in the opinion of management are
favorable for the production of oil or gas. If, through its review, a
geographical area indicates geological and economic potential, the Company
attempts to acquire Leases or other interests in the area and assemble a


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<PAGE>

Prospect. The Company normally sells portions of its leasehold interests in a
Prospect to unrelated third parties, thus sharing risks and rewards of the
exploration and development of the Prospect with the joint owners pursuant to an
operating agreement. One or more Exploratory Wells may be drilled on a Prospect,
and if the results indicate the presence of sufficient oil and gas reserves,
additional Development Wells may be drilled on the Prospect. The Company
typically seeks potential joint venture partners for development of its
Prospects.

      In June 2007 and January 2008 the Company sold its oil and gas properties
in Kentucky. For financial statement purposes, due to the uncertainty of
collection, the January 2008 sale was shown as "Properties Held For Resale" as
of January 1, 2008. This accounting treatment was re-evaluated as of October 31,
2008 based on more current information and was characterized as a note
receivable. See Item 7 of this report for more information concerning the sale
of these properties.

      In April 2008 the Company sold its interest in the Ainsworth #1-33 well,
located in Pittsburgh County, OK, for $615,000 and incurred sales expenses of
$24,600.

      During the year ended January 31, 2009 the Company advanced $660,826 to a
third party for drilling and completing a well in Niobrara County, Wyoming. As
of April 30, 2009 this well was not producing and temporarily abandoned.

      In January 2009 the Company acquired Energas Pipeline Company and Energas
Corp. from George Shaw, the Company's President, for 6,167,400 shares of the
Company's common stock. Energas Pipeline Company operates the natural gas
gathering system which is connected to the Company's three wells in Atoka
County, Oklahoma. Energas Corp. operates all of the Company's wells and holds
the bonds required by state oil and gas regulatory authorities.

      In March 2009 the Company acquired a 14 mile natural gas gathering system
in exchange for 1,000,000 shares of the Company's common stock. The gathering
system, located in Callahan County, Texas, will be used to transport any gas,
produced from wells which may be drilled on the Company's leases in Texas, to
the Enbridge Gas Company pipeline.

     The Company  principally  operates in the Arkoma  Basin in Oklahoma and the
Powder River Basin in Wyoming, and more recently in Texas.

     The Company's  corporate  offices are located at 800 Northeast 63rd Street,
Third Floor,  Oklahoma City,  Oklahoma  73105 and its telephone  number is (405)
879-1752. The Company's web site is www.energasresources.com.

DRILLING ACTIVITIES AND PROVEN RESERVES

      During the periods indicated, the Company drilled or participated in the
drilling of the following wells:


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<PAGE>

                                             Year Ended January 31,
                        --------------------------------------------------------
                            2006          2007            2008          2009
                            ----          ----            ----          ----
                        Gross    Net   Gross   Net    Gross   Net   Gross    Net
                        -----    ---   -----   ---    -----   ---   -----    ---
Exploratory Wells (1):
  Productive:
   Oil                   --       --      --     --      --    --    --      --
   Gas                   --       --      --     --      --    --    --      --
   Nonproductive          1      .24      --     --       1  .422    --      --
Development Wells (1):
  Productive:
   Oil                    1     .137      --     --      --    --    --      --
   Gas                    3    2.625      --     --      --    --    --      --
  Nonproductive           1     .137      --     --      --    --     1     .53
Total Wells (1):
  Productive:
   Oil                    1     .137      --     --      --    --    --      --
   Gas                    3    2.625      --     --      --    --    --      --
  Nonproductive           2     .377      --     --       1  .422     1     .53

(1)  Each well completed to more than one producing zone is counted as a single
     well. The Company has royalty interests in certain wells that are not
     included in this table.

      In May 2003 the Company arranged with a private investor to fund the
drilling of two natural gas wells in the Arkoma Basin of eastern Oklahoma. The
two wells were drilled in June 2003 and one well was successfully completed as a
gas well and the other well was a dryhole. The Company will receive
approximately 5% of the production from the productive well, after payment of
the Company's share of operating expenses, until the investor is repaid the
amounts advanced to drill and complete the wells, which were approximately
$490,000. After the amount advanced by the investor has been repaid, the Company
will receive approximately 25% of the production from the well after payment of
the Company's share of operating expenses

      The following table shows, as of April 30, 2009, by state and basin, the
Company's producing wells, Developed Acreage, and Undeveloped Acreage, excluding
service (injection and disposal) wells:

               Productive Wells (1)  Developed Acreage  Undeveloped Acreage (2)
               Gross        Net      Gross         Net  Gross             Net

   Oklahoma       3       1.004      --            --       --             --
   Wyoming        1        .358      40          .143      600          214.8
   Texas         --          --      --            --    2,560          1,024
       Totals     4       1.362      40          .143    3,160        1,238.8


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<PAGE>

(1)  The wells in Oklahoma are gas wells and the wells in Wyoming are oil wells.
(2)  "Undeveloped  Acreage" includes leasehold interests on which wells have not
     been drilled or completed to the point that would permit the  production of
     commercial  quantities  of natural  gas and oil  regardless  of whether the
     leasehold interest is classified as containing proved undeveloped reserves.
(3)  For its Oklahoma wells, the Company's interest is limited to the well bores
     only.

      The following table shows, as of April 30, 2009 the status of Company's
gross acreage.

                              Held by Production     Not Held by Production

      Oklahoma                          --                      --
      Wyoming                          640                      --
      Texas                             --                   2,560

(1) For its Oklahoma wells, the Company's interest is limited to the well bores
only.

      Acres Held By Production remain in force so long as oil or gas is produced
from the well on the particular lease. Leased acres which are not Held By
Production require annual rental payments to maintain the lease until the first
to occur of the following: the expiration of the lease or the time oil or gas is
produced from one or more wells drilled on the lease acreage. At the time oil or
gas is produced from wells drilled on the leased acreage the lease is considered
to be Held By Production.

      The Company owns a 2% Overriding Royalty Interests in the Texas leased
acreage.

     Title to properties is subject to royalty, overriding royalty, carried, net
profits,  working  and other  similar  interests  and  contractual  arrangements
customary in the oil and gas  industry,  to liens for current  taxes not yet due
and to  other  encumbrances.  As is  customary  in the  industry  in the case of
undeveloped properties, little investigation of record title is made at the time
of  acquisition  (other than a preliminary  review of local  records).  Drilling
title opinions or other  investigative  title  activities  are always  performed
before  commencement  of drilling  operations;  however,  as is customary in the
industry.

      The following table shows the Company's net production of oil and gas,
average sales prices and average production costs during the periods presented:

                                           Year Ended January 31,
                                        -----------------------------
Production Data:                        2007        2008         2009
                                        ----        ----         ----
   Production -
      Oil (Bbls)                       1,417       1,499         1,147
      Gas (Mcf)                       97,836      59,491        28,157
   Average sales price -
      Oil (Bbls)                     $47.67       $56.48        $81.02
      Gas (Mcf)                      $ 6.04      $  5.88       $  6.35
   Average production
       costs per MCFE                $ 2.43      $  2.90       $  1.38


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<PAGE>

      Production costs may vary substantially among wells depending on the
methods of recovery employed and other factors, but generally include severance
taxes, administrative overhead, maintenance and repair, labor and utilities.

      The Company is not obligated to provide a fixed and determined quantity of
oil or gas in the future. During the last three fiscal years, the Company has
not had, nor does it now have, any long-term supply or similar agreement with
any government or governmental authority.

      Below are estimates of the Company's net Proved Reserves and the present
value of estimated future net revenues from such Reserves based upon the
standardized measure of discounted future net cash flows relating to proved oil
and gas reserves in accordance with the provisions of Statement of Financial
Accounting Standards No. 69, "Disclosures about Oil and Gas Producing
Activities" (SFAS No. 69). The standardized measure of discounted future net
cash flows is determined by using estimated quantities of Proved Reserves and
the periods in which they are expected to be developed and produced based on
period-end economic conditions. The estimated future production is priced at
period-end prices, except where fixed and determinable price escalations are
provided by contract. The resulting estimated future cash inflows are then
reduced by estimated future costs to develop and produce reserves based on
period-end cost levels. No deduction has been made for depletion, depreciation
or for indirect costs, such as general corporate overhead. Present values were
computed by discounting future net revenues by 10% per year.

                                               January 31,
                           -----------------------------------------------------
                                 2007               2008               2009
                           ---------------    ---------------    ---------------
                           Oil        Gas     Oil       Gas      Oil       Gas
                          (Bbls)     (Mcf)   (Bbls)    (Mcf)    (Bbls)    (Mcf)

Proved reserves          22,143   1,942,040  53,909   746,499   5,644    378,759
Estimated future net cash
   flows from proved oil
   and  gas reserves          $7,383,384         $3,865,249           $730,682

Present value of future net
  cash flows from proved
  oil and gas reserves        $4,416,660         $2,077,673           $357,270

      The Company's Proved Reserves include only those amounts which the Company
reasonably expects to recover in the future from known oil and gas reservoirs
under existing economic and operating conditions, at current prices and costs,
under existing regulatory practices and with existing technology. Accordingly,
any changes in prices, operating and development costs, regulations, technology
or other factors could significantly increase or decrease estimates of Proved
Reserves.

      In general, the volume of production from natural gas and oil properties
owned by the Company declines as reserves are depleted. Except to the extent the
Company acquires additional properties containing proved reserves or conducts
successful exploration and development activities, or both, the proved reserves


                                       9
<PAGE>

of the Company will decline as reserves are produced. Volumes generated from
future activities of the Company are therefore highly dependent upon the level
of success in acquiring or finding additional reserves and the costs incurred in
doing so.

GOVERNMENT REGULATION

      Various state and federal agencies regulate the production and sale of oil
and natural gas. All states in which the Company plans to operate impose
restrictions on the drilling, production, transportation and sale of oil and
natural gas.

      Under the Natural Gas Act of 1938, the Federal Energy Regulatory
Commission (the "FERC") regulates the interstate transportation and the sale in
interstate commerce for resale of natural gas. The FERC's jurisdiction over
interstate natural gas sales has been substantially modified by the Natural Gas
Policy Act under which the FERC continued to regulate the maximum selling prices
of certain categories of gas sold in "first sales" in interstate and intrastate
commerce.

      The Natural Gas Wellhead Decontrol Act (the "Decontrol Act") deregulated
natural gas prices for all "first sales" of natural gas. Because "first sales"
include typical wellhead sales by producers, all natural gas produced from
natural gas properties is sold at market prices, subject to the terms of any
private contracts which may be in effect. The FERC's jurisdiction over natural
gas transportation is not affected by the Decontrol Act.

      The Company's sales of natural gas will be affected by intrastate and
interstate gas transportation regulations which are designed to foster
competition by, among other things, transforming the role of interstate pipeline
companies from wholesale marketers of natural gas to the primary role of gas
transporters. All natural gas marketing by the pipelines is required to divest
to a marketing affiliate, which operates separately from the transporter and in
direct competition with all other merchants. Pipelines must provide open and
nondiscriminatory transportation and transportation-related services to all
producers, natural gas marketing companies, local distribution companies,
industrial end users and other customers seeking service.

      FERC has pursued other policy initiatives that have affected natural gas
marketing. Most notable are (1) the large-scale divestiture of interstate
pipeline-owned gas gathering facilities to affiliated or non-affiliated
companies; (2) further development of rules governing the relationship of the
pipelines with their marketing affiliates; (3) the publication of standards
relating to the use of electronic bulletin boards and electronic data exchange
by the pipelines to make available transportation information on a timely basis
and to enable transactions to occur on a purely electronic basis; (4) further
review of the role of the secondary market for released pipeline capacity and
its relationship to open access service in the primary market; and (5)
development of policy and promulgation of orders pertaining to its authorization
of market-based rates (rather than traditional cost-of-service based rates) for
transportation or transportation-related services upon the pipeline's
demonstration of lack of market control in the relevant service market. The


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Company does not know what effect the FERC's other activities will have on the
access to markets, the fostering of competition and the cost of doing business.

      As a result of these changes, sellers and buyers of natural gas have
gained direct access to the particular pipeline services they need and are
better able to conduct business with a larger number of counter parties. The
Company believes these changes generally have improved the access to markets for
natural gas while, at the same time, substantially increasing competition in the
natural gas marketplace. The Company cannot predict what new or different
regulations the FERC and other regulatory agencies may adopt or what effect
subsequent regulations may have on production and marketing of natural gas from
the Company's properties.

      In the past, Congress has been very active in the area of natural gas
regulation. However, as discussed above, the more recent trend has been in favor
of deregulation and the promotion of competition in the natural gas industry.
Thus, in addition to "first sales" deregulation, Congress also repealed
incremental pricing requirements and natural gas use restraints previously
applicable. There are other legislative proposals pending in the Federal and
State legislatures which, if enacted, would significantly affect the petroleum
industry. At the present time, it is impossible to predict what proposals, if
any, might actually be enacted by Congress or the various state legislatures and
what effect, if any, these proposals might have on the production and marketing
of natural gas by the Company. Similarly, and despite the trend toward federal
deregulation of the natural gas industry, whether or to what extent that trend
will continue or what the ultimate effect will be on the production and
marketing of natural gas by the Company cannot be predicted.

      The Company's sales of oil and natural gas liquids will not be regulated
and will be at market prices. The price received from the sale of these products
will be affected by the cost of transporting the products to market. Much of
that transportation is through interstate common carrier pipelines. FERC
regulates interstate transportation rates and adjusts these rates annually based
on the rate of inflation, subject to certain conditions and limitations. Every
five years, the FERC examines the relationship between the annual change in the
applicable index and the actual cost changes experienced by the oil pipeline
industry. The Company is not able to predict with certainty what effect, if any,
these federal regulations or the periodic review of the index by the FERC will
have.

      Federal, state, and local agencies have promulgated extensive rules and
regulations applicable to the Company's oil and natural gas exploration,
production and related operations. Most states require permits for drilling
operations, drilling bonds and the filing of reports concerning operations and
impose other requirements relating to the exploration of oil and natural gas.
Many states also have statutes or regulations addressing conservation matters
including provisions for the unitization or pooling of oil and natural gas
properties, the establishment of maximum rates of production from oil and
natural gas wells and the regulation of spacing, plugging and abandonment of
such wells. The statutes and regulations of some states limit the rate at which
oil and natural gas is produced from the Company's properties. The federal and
state regulatory burden on the oil and natural gas industry increases the
Company's cost of doing business and affects its profitability. Because these


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<PAGE>

rules and regulations are amended or reinterpreted frequently, the Company is
unable to predict the future cost or impact of complying with those laws.

COMPETITION AND MARKETING

      The Company will be faced with strong competition from many other
companies and individuals engaged in the oil and gas business, many are very
large, well established energy companies with substantial capabilities and
established earnings records. The Company may be at a competitive disadvantage
in acquiring oil and gas prospects since it must compete with these individuals
and companies, many of which have greater financial resources and larger
technical staffs. It is nearly impossible to estimate the number of competitors;
however, it is known that there are a large number of companies and individuals
in the oil and gas business.

      Exploration for and production of oil and gas are affected by the
availability of pipe, casing and other tubular goods and certain other oil field
equipment including drilling rigs and tools. The Company depends upon
independent drilling contractors to furnish rigs, equipment and tools to drill
its wells. Higher prices for oil and gas may result in competition among
operators for drilling equipment, tubular goods and drilling crews which may
affect the Company's ability expeditiously to drill, complete, recomplete and
work-over its wells. However, the Company has not experienced and does not
anticipate difficulty in obtaining supplies, materials, drilling rigs, equipment
or tools.

      The Company does not refine or otherwise process crude oil and condensate
production. Substantially all of the crude oil and condensate production from
the Company's well is sold at posted prices under short-term contracts, which is
customary in the industry.

      The market for oil and gas is dependent upon a number of factors beyond
the Company's control, which at times cannot be accurately predicted. These
factors include the proximity of wells to, and the capacity of, natural gas
pipelines, the extent of competitive domestic production and imports of oil and
gas, the availability of other sources of energy, fluctuations in seasonal
supply and demand, and governmental regulation. In addition, there is always the
possibility that new legislation may be enacted which would impose price
controls or additional excise taxes upon crude oil or natural gas, or both.
Oversupplies of natural gas can be expected to recur from time to time and may
result in the gas producing wells being shut-in. Increased imports of natural
gas, primarily from Canada, have occurred and are expected to continue. Such
imports may adversely affect the market for domestic natural gas.

      The market price for crude oil is significantly affected by policies
adopted by the member nations of Organization of Petroleum Exporting Countries
("OPEC"). Members of OPEC establish prices and production quotas among
themselves for petroleum products from time to time with the intent of
controlling the current global supply and consequently price levels. The Company
is unable to predict the effect, if any, that OPEC or other countries will have
on the amount of, or the prices received for, crude oil and natural gas produced
and sold from the Company's wells.


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<PAGE>

      Gas prices, which were once effectively determined by government
regulations, are now largely influenced by competition. Competitors in this
market include producers, gas pipelines and their affiliated marketing
companies, independent marketers, and providers of alternate energy supplies,
such as residual fuel oil. Changes in government regulations relating to the
production, transportation and marketing of natural gas have also resulted in
significant changes in the historical marketing patterns of the industry.
Generally, these changes have resulted in the abandonment by many pipelines of
long-term contracts for the purchase of natural gas, the development by gas
producers of their own marketing programs to take advantage of new regulations
requiring pipelines to transport gas for regulated fees, and an increasing
tendency to rely on short-term contracts priced at spot market prices.

GENERAL

      The Company has never been a party to any bankruptcy, receivership,
reorganization, readjustment or similar proceedings. Since the Company is
engaged in the oil and gas business, it does not allocate funds to product
research and development in the conventional sense. The Company does not have
any patents, trade-marks, or labor contracts. With the exception of the
Company's oil and gas leases, the Company does not have any licenses,
franchises, concessions or royalty agreements. Backlog is not material to an
understanding of the Company's business. The Company's business is not subject
to renegotiation of profits or termination of contracts or subcontracts at the
election of federal government.

         As of April 30, 2009, the Company employed four people. The Company's
employees work in management, engineering, and accounting. In addition, 2
contract workers were responsible for the supervision and operation of the
Company's field activities and providing well services.

ITEM 1A.    RISK FACTORS

      Not applicable.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

      Not applicable.

ITEM 2.     PROPERTIES

      See Item 1 of this report for information concerning the Company's oil and
gas properties.

      The Company's offices are located at 800 Northeast 63rd Street, Oklahoma
City, Oklahoma and consist of 4,800 square feet which is rented on a
month-to-month basis for $4,000 per month. The building is owned by George G.
Shaw, the Company's Chief Executive Officer and a Director.


                                       13
<PAGE>

ITEM 3.     LEGAL PROCEEDINGS

      The Company is not involved in any legal proceedings.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      Not applicable

ITEM 5.     MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS
            AND ISSUER PURCHASE OF EQUITY SECURITIES.

      The Company's common stock is listed on the OTC Bulletin Board under the
symbol EGSR. The following table shows the high and low sale prices of the
Company's common stock during the periods presented as reported by the NASD. The
closing sale prices reflect inter-dealer prices without adjustment for retail
markups, markdowns or commissions and may not reflect actual transactions.

                                             Closing Sale Price
                                                Common Stock
            Quarter Ended                    High           Low

            April 30, 2006                   $0.44          $0.40
            July 31, 2006                    $0.14          $0.13
            October 31, 2006                 $0.08          $0.07
            January 31, 2007                 $0.04          $0.03

            April 30, 2007                   $0.05          $0.02
            July 31, 2007                    $0.05          $0.02
            October 31, 2007                 $0.04          $0.02
            January 31, 2008                 $0.04          $0.02

            April 30, 2008                   $0.04          $0.03
            July 31, 2008                    $0.04          $0.03
            October 31, 2008                 $0.15          $0.04
            January 31, 2009                 $0.11          $0.01

      As of April 30, 2009 there were approximately 1,400 holders of the
Company's common stock.

      The market price of the Company's common stock is subject to significant
fluctuations in response to, and may be adversely affected by (i) variations in
quarterly operating results, (ii) developments in the oil and gas industry
generally and more particularly within the geographically and geological areas
that the Company owns and operates properties, and (iii) general stock market
conditions.


                                       14
<PAGE>

      The Company's common stock is subject to the "penny stock" rules. The
penny stock trading rules impose additional duties and responsibilities upon
broker-dealers and salespersons recommending the purchase or sale of a penny
stock. Required compliance with these rules will materially limit or restrict
the ability to resell the Company's common stock, and the liquidity typically
associated with other publicly traded stocks may not exist.

      During the year ended January 31, 2009 neither the Company, any officer or
director of the Company, nor any principal shareholder purchased any shares of
the Company's common stock either from the Company, from third parties in a
private transaction, or as a result of purchases in the open market.

      In January 2009 the Company acquired Energas Pipeline Company and Energas
Corp. from George Shaw, the Company's President, for 6,167,400 restricted shares
of the Company's common stock. Energas Pipeline Company operates the natural gas
gathering system which is connected to the Company's three wells in Atoka
County, Oklahoma. Energas Corp. operates all of the Company's wells and holds
the bonds required by state oil and gas regulatory authorities. The Company
relied upon the exemption provided by Section 4(2) of the Securities Act of 1933
in connection with the issuance of these shares. As of April 30, 2009 the
Company did not have any outstanding options, warrants or other securities
convertible into common stock.

      As of April 30, 2009 the Company did not have any outstanding options,
warrants or other securities convertible into common stock.

ITEM 6.     SELECTED FINANCIAL DATA

      Not applicable.

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

      The following discussion of financial condition and results of operations
should be read in conjunction with the consolidated financial statements and the
notes to the consolidated financial statements, which are included elsewhere in
this report.

         The factors that most significantly affect the Company's results of
operations are (i) the sale prices of crude oil and natural gas, (ii) the amount
of production sales, (iii) the amount of lease operating expenses, and (iv) the
level of interest rates on, and amount of, borrowings. Sales of production and
level of borrowings are significantly impacted by the Company's ability to
maintain or increase its production from existing oil and gas properties through
its exploration and development activities. The following table reflects the
average prices received by the Company for oil and gas, the average production
cost per BOE, and the amount of oil and gas produced for the periods presented:



                                       15
<PAGE>


                                    Year Ended January 31,
                                ------------------------------
Production Data:                2007        2008         2009
                                ----        ----         ----
   Production -
      Oil (Bbls)               1,417       1,499         1,147
      Gas (Mcf)               97,836      59,491        28,157
   Average sales price -
      Oil (Bbls)           $   47.67    $  56.48       $ 81.02
      Gas (Mcf)            $    6.04    $   5.88       $  6.35
   Average production
       costs per MCFE      $    2.43    $   2.90       $  1.38

Prices received by the Company for sales of crude oil and natural gas have
fluctuated significantly from period to period. The fluctuations in oil prices
during these periods reflect market uncertainty regarding the inability of the
Organization of Petroleum Exporting Countries ("OPEC") to control the production
of its member countries, as well as concerns related to the global supply and
demand for crude oil. Gas prices received by the Company fluctuate with changes
in the spot market price for gas.

      Changes in natural gas and crude oil prices will significantly affect the
revenues and cash flow of the wells and the value of the oil and gas properties.
Declines in the prices of crude oil and natural gas could have a material
adverse effect on the success of the Company's operations and activities,
recoupment of the costs of acquiring, developing and producing the wells and
profitability. The Company is unable to predict whether the prices of crude oil
and natural gas will rise, stabilize or decline in the future.

      In January 2007 the Company entered into an agreement with an unrelated
third party for the sale of all its Pulaski County, Kentucky properties,
gathering systems and equipment for $1,735,000. As of January 31, 2007 the
Company had received cash payments of $557,000 from the third party of which
$200,000 was for the sale of certain royalty rights held by the Company and
$357,000 represented a deposit on the sale of the remainder of properties,
gathering systems, and equipment. The sale of the royalties was completed on
January 25, 2007 and the sale was treated as a reduction in the carrying amount
of the oil and gas properties in accordance with the full cost method of
accounting for oil and gas properties. The remainder of the sale closed on June
1, 2007 and the $357,000 received was recorded as a deposit as of January 31,
2007.

      On January 1, 2008 the Company sold its remaining oil and gas properties
in Kentucky, as well as its gathering systems, pipelines and equipment, for
$2,300,000. For the sale of these assets, the Company received a $100,000
deposit and a non-recourse promissory note for $2,200,000.

      At the time of the transaction, current production levels indicated that
significant funds would need to be invested in the properties to fully develop
anticipated reserves and thereby generate revenues sufficient to repay the
promissory note. Due to this uncertainty, management determined to characterize
the promissory note as `properties held for resale' on the balance sheet.
Accordingly, the $100,000 payment was treated as a deposit. During the quarter


                                       16
<PAGE>

ended October 31, 2008 management determined, based on more current information,
that the transaction should be re-characterized as a note receivable and all
payments received since the transaction date characterized as principal and
interest payments in accordance with the debt instrument. At the same time, an
evaluation of collectibility led management to record an allowance for doubtful
collection of $1,162,020.

      The Company collected another $236,000 in note payments before December,
2008.

      In December 2008 the maker of the non-recourse note filed a petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. On February 27,
2009 the Company sold the non-recourse note to an unrelated third party for
$950,000.

      In April 2008 the Company sold its interest in the Ainsworth #1-33 well,
located in Pittsburgh County, OK, for $615,000 and incurred sales expenses of
$24,600.

      During the year ended January 31, 2009 the Company advanced $660,826 to a
third party for drilling and completing a well in Niobrara County, Wyoming. As
of April 30, 2009 this well was temporarily abandoned.

     In November  2008 the Company  entered  into an agreement  with  Excalibur,
Inc., an unrelated  third party,  for the exploration and development of oil and
gas leases  covering  1,560  acres in  Callahan  County,  Texas.  The  Agreement
provides that the Company will pay the costs to drill and complete five wells on
the leased acreage.

     If any of the five wells are completed as a producing well,  Excalibur will
receive a 12.5%  working  interest in the well.  When  Energas has  received net
proceeds from the sale of production  from a completed well equal to the cost of
drilling,  completing,  equipping,  testing and  operating  the well, as well as
leasehold costs of $39,000,  Excalibur will receive and additional 12.5% working
interest in the well.

     The Company has drilled one well on the leases (the Maurice  Snyder #1-141)
which as of April 30, 2009 was in the process of completion.

     In March 2009 the Company acquired a 2% overriding royalty interests in the
leases held by an unrelated  third party for $161,000,  subject to the retention
by the third party of a 2%  overriding  royalty  interest in the Maurice  Snyder
#1-141 well.

      The Company does not know of any trends, events or uncertainties that have
had or are reasonably expected to have a material impact on the Company's net
sales, revenues or expenses.

RESULTS OF OPERATIONS

YEAR ENDED JANUARY 31, 2009

      Material changes of certain items in the Company's Statement of Operations
for the year ended January 31, 2009, as compared to the year ended January 31,
2008, are discussed below:

<TABLE>
<S>                      <C>             <C>


                        Increase (I)
Item                   or Decrease (D) Reason
----                   --------------- ------

Oil and gas sales            D         Sale of Company's  Kentucky  oil and gas  properties,
                                       sale  of  Ainsworth   #1-33  well,  and  decrease  in
                                       production.

General and administrative   D         Sale of Kentucky oil and gas properties
     Expense                           and decrease in staff.


Bad debt expense             I         Sale of non-recourse  note,  which had an outstanding
                                       principal  balance at the time of sale of $2,112,020,
                                       for $950,000.


                                       17
<PAGE>

Property impairment          I         The  Company   recorded  an  impairment   expense  in
                                       connection  with the January 2008 sale of its oil and
                                       gas    properties   in   Kentucky.    An   additional
                                       impairment  charge of $1,225,455 was recorded against
                                       the  Kentucky   properties   during  the  year  ended
                                       January 31, 2009.

Depreciation, depletion      D         Sale of Company's Kentucky oil and gas
     and amortization                  properties and sale of Ainsworth #1-33 well.
</TABLE>

YEAR ENDED JANUARY 31, 2008

      Material changes of certain items in the Company's Statement of Operations
for the year ended January 31, 2008, as compared to the year ended January 31,
2007, are discussed below:

                        Increase (I)
Item                   or Decrease (D) Reason
----                   --------------- ------

Oil and Gas Sales             D        Sale of Company's Kentucky oil and gas
                                       properties and decrease of production.

Lease Operating Expense       D        Sale of Company's Kentucky oil and gas
                                       properties.
Property                               Impairment I The Company recorded an
                                       impairment expense of $701,691 in
                                       connection with the January 2008 sale of
                                       its oil and gas properties in Kentucky.

Depreciation, Depletion       D        Sale of Company's Kentucky oil and gas
     and Amortization                  properties.

OIL AND GAS PRICE FLUCTUATIONS

      Fluctuations in crude oil and natural gas prices have significantly
affected the Company's operations and the value of its assets. As a result of
the instability and volatility of crude oil and natural gas prices and at times
the market conditions within the oil and gas industry, financial institutions
are selective in the energy lending area and have reduced the percentage of
existing reserves that may qualify for the borrowing base to support energy
loans.

      The Company's principal source of cash flow is the production and sale of
its crude oil and natural gas reserves which are depleting assets. Cash flow
from oil and gas production sales depends upon the quantity of production and
the price obtained for such production. An increase in prices permits the
Company to finance its operations to a greater extent with internally generated
funds, may allow the Company to obtain equity financing more easily or on better
terms, and lessens the difficulty of attracting financing from industry partners


                                       18
<PAGE>

and non-industry investors. However, price increases heighten the competition
for Leases and Prospects, increase the costs of exploration and development
activities, and, because of potential price declines, increase the risks
associated with the purchase of Producing Properties during times that prices
are at higher levels.

      A decline in oil and gas prices (i) reduces the cash flow internally
generated by the Company which in turn reduces the funds available for servicing
debt and exploring for and replacing oil and gas reserves, (ii) increases the
difficulty of obtaining equity and debt financing and worsens the terms on which
such financing may be obtained, (iii) reduces the number of Leases and Prospects
which have reasonable economic terms, (iv) may cause the Company to permit
Leases to expire based upon the value of potential oil and gas reserves in
relation to the costs of exploration, (v) results in marginally productive oil
and gas wells being abandoned as non-commercial, and (vi) increases the
difficulty of attracting financing from industry partners and non-industry
investors. However, price declines reduce the competition for Leases and
Prospects and correspondingly reduce the prices paid for Leases and Prospects.
Furthermore, exploration and production costs generally decline, although the
decline may not be at the same rate as that of oil and gas prices.

      The Company's results of operations are somewhat seasonal due to seasonal
fluctuations in the sales prices for natural gas. Although in recent years crude
oil prices have been generally higher in the third and fourth fiscal quarters,
these fluctuations are not believed to be seasonal. Natural gas prices have been
generally higher in the fourth fiscal quarter.

CAPITAL RESOURCES AND LIQUIDITY

      The Company's material sources and (uses) of cash during the year ended
January 31, 2009 were:

      Cash used in operations                                 $  (74,048)
      Acquisition and development of oil and gas properties     (692,948)
      Cash resulting from purchase of subsidiaries                71,297
      Investment in partnership                                  (39,000)
      Collections on note receivable                              87,980
      Sale of oil and gas properties                             590,400
      Loans from related parties                                  96,327
      Advances (net of repayments) on capital lease                7,164

      The Company's material sources and (uses) of cash during the year ended
January 31, 2008 were:

      Cash used in operations                                $  (362,848)
      Acquisition and development of oil and gas properties     (575,367)
      Sale of oil and gas properties                           1,178,000
      Loans from related parties                                 (40,650)
      Repayment of notes                                        (699,853)


                                       19
<PAGE>

      Cash on hand at February 1, 2007                           500,718

      As a result of the Company's continued losses and lack of cash there is
substantial doubt as to the Company's ability to continue operations. The
Company plans to generate profits by drilling productive oil or gas wells.
However, the Company will need to raise the funds required to drill new wells
from third parties willing to pay the Company's share of drilling and completing
the wells. The Company may also attempt to raise needed capital through the
private sale of its securities or by borrowing from third parties. The Company
may not be successful in raising the capital needed to drill oil or gas wells.
In addition, any future wells which may be drilled by the Company may not be
productive of oil or gas. The inability of the Company to generate profits may
force the Company to curtail or cease operations.

      On July 27, 2006 Energas borrowed $500,000 from Dutchess Private Equities.
In consideration for the loan Energas agreed to pay Dutchess $650,000 no later
than July 26, 2007. The $150,000 difference between the amount borrowed and the
amount Energas was required to repay was treated as loan discount which will be
amortized to interest expense over the life of the loan. As further
consideration for the loan, Energas issued 800,000 shares of its common stock to
Dutchess. The 800,000 shares were valued at $116,000 and treated as an
additional loan discount that will be amortized to interest expense over the
term of the loan. Prior to April 30, 2007 Energas used the amounts received from
sales of common stock under the Equity Line of Credit to repay this loan. In
June 2007 the loan to Dutchess Private Equities was paid in full.

Contractual Obligations

      Except as shown in the following table, as of January 31, 2009, the
Company did not have any material capital commitments, other than funding its
operating losses and repaying outstanding debt. It is anticipated that any
capital commitments that may occur will be financed principally through
borrowings from institutional and private lenders (although such additional
financing has not been arranged) and the sale of shares of the Company's common
stock or other equity securities. However, there can be no assurance that
additional capital resources and financings will be available to the Company on
a timely basis, or if available, on acceptable terms.

      Future payments due on the Company's contractual obligations as of January
31, 2009 are as follows:

                         Total     2009     2010     2011     2012    Thereafter
                         -----     ----     ----     ----     ----    ----------

Office equipment leases $12,010   $5,382   $2,655   $2,108   $1,865         --
Drilling obligation    $156,000  $39,000  $78,000  $39,000       --         --


Critical Accounting Policies
-------------------------------

      See Note 3 to the financial statements included as part of this report.


                                       20
<PAGE>


ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET DATA

      Not applicable.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      See the financial statements attached to this report.

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURES

      On August 1, 2008, Murrell, Hall, McIntosh & Co. PLLP resigned as the
Company's independent registered public accounting firm. Prior to August 1, 2008
MHM had recently entered into an agreement with Eide Bailly LLP, pursuant to
which Eide Bailly acquired the operations of MHM. Certain professional staff and
shareholders of MHM joined Eide Bailly either as employees or partners of Eide
Bailly and continued to practice as members of Eide Bailly. On September 9,
2008, the Company, through and with the approval of its Board of Directors,
engaged Eide Bailly as its independent registered public accounting firm.

      Prior to engaging Eide Bailly, the Company did not consult with Eide
Bailly regarding the application of accounting principles to a specific
completed or contemplated transaction or regarding the type of audit opinions
that might be rendered by Eide Bailly on the Company's financial statements, and
Eide Bailly did not provide any written or oral advice that was an important
factor considered by the Company in reaching a decision as to any such
accounting, auditing or financial reporting issue.

      The reports of MHM regarding the Company's financial statements for the
fiscal years ended January 31, 2008 and 2007 did not contain any adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. However, the reports of MHM for those
fiscal years were qualified with respect to uncertainty as to the Company's
ability to continue as a going concern. During the years ended January 31, 2008
and 2007, and during the period from January 31, 2008 through August 1, 2008,
the date of resignation, there were no disagreements with MHM on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
MHM would have caused it to make reference to such disagreement in its reports.

ITEM 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

      In connection with the preparation of this annual report, an evaluation
was carried out by George Shaw, the Company's Chief Executive and Principal
financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities


                                       21
<PAGE>

Exchange Act of 1934 as of January 31, 2009. Disclosure controls and procedures
are designed to ensure that information required to be disclosed in reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to management to allow
timely decisions regarding required disclosures.

     Based on that  evaluation,  and the  material  weaknesses  outlined  in our
Management  Report on Internal Control Over Financial  Reporting,  the Company's
management concluded, as of the end of the period covered by this annual report,
that the  Company's  disclosure  controls and  procedures  were not effective in
recording,  processing,  summarizing  and reporting  information  required to be
disclosed,  within the time periods  specified in the SEC's rules and forms, and
that such  information  was not  accumulated  and  communicated to management to
allow timely decisions regarding required disclosures.

Management's Report on Internal Control Over Financial Reporting

      The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As defined by the
Securities and Exchange Commission, internal control over financial reporting is
a process designed by, or under the supervision of the Company's principal
executive officer and principal financial officer and implemented by the
Company's Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company's financial statements in accordance with U.S.
generally accepted accounting principles.

      The Company's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the Company's transactions and
dispositions of its assets; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of the Company's financial
statements in accordance with U.S. generally accepted accounting principles, and
that its receipts and expenditures are being made only in accordance with
authorizations of the Company's management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on its financial statements.

      Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

     Management has not yet assessed the effectiveness of the Company's internal
control over  financial  reporting as of January 31, 2009 as required by Section
404 of the  Sarbanes  Oxley  Act of 2002.  Therefore,  management  cannot  state
whether or not the  Company's  internal  controls over  financial  reporting are
effective.


                                       22
<PAGE>

      A material weakness is a deficiency, or combination of deficiencies, in
internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis. In the
course of their engagement for the year ended January 31, 2009 the Company's
external audit firm reported that there were control deficiencies that in the
aggregate constituted a material weakness in internal controls. The control
deficiencies include the failure of management to complete the required testing
of internal controls under Section 404, the lack of governance regarding the
failure to file corporate tax returns for several years, the inadequacy of
property records to support lease agreements and ownership interests and to
track by-well full cost additions and the presence of significant audit
adjustments. Audit adjustments are the indication of a failure of internal
controls to prevent or detect misstatements of accounting information. The
failure could be due to inadequate design of the internal controls or to a
misapplication or override of controls.

      This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management's report on
internal control in this annual report.

ITEM 9B.     OTHER INFORMATION

      Not applicable

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
            ------------------------------------------------------

      The Company's executive officers and directors are listed below. The
Company's directors are generally elected at the annual shareholders' meeting
and hold office until the next annual shareholders' meeting or until their
successors are elected and qualified. The Company's executive officers are
elected by our board of directors and serve at its discretion.

Name                 Age    Position
----                 ---    --------

George G. Shaw       78     President,  Principal Financial Officer,  Principal
                            Accounting Officer and a Director
G. Scott Shaw        37     Vice President, Secretary and a Director

      The following is a brief description of the business background of the
Company's executive officers and directors:

     GEORGE G. SHAW is the President,  Principal  Financial  Officer,  Principal
Accounting  Officer and a director of the Company.  Mr. Shaw has been an officer
and  director  of the Company  since July 1991.  Mr.  Shaw is the  President  of


                                       23
<PAGE>

Energas  Corporation  and  Energas  Pipeline  Co.,  Inc.,  both  privately  held
companies engaged in oil and gas exploration and gas gathering.  Mr. Shaw is the
father of G. Scott Shaw.

      G. SCOTT SHAW is the Vice President and a director of the Company and has
held these positions since August 1996. Mr. Shaw became the Company's Secretary
in April 2003. Mr. Shaw graduated from Oklahoma State University in 1993 with a
Bachelor of Science degree in Biology. Mr. Shaw is the son of George G. Shaw.

      The Company does not have a compensation committee. The Company's Board of
Directors serves as the Company's Audit Committee. The Company does not have a
financial expert as a member of its Board of Directors. None of the Company's
directors are independent as that term is defined Section 803 of the Listing
Standards of the NYSE Amex.

      During the year ended January 31, 2009 the Company did not compensate any
person for acting as a director of the Company.

      The Company has adopted a Code of Ethics which is applicable to the
Company's principal executive, financial, and accounting officers and persons
performing similar functions. The Code of Ethics is available on the Company's
website located at www.energasresources.com

ITEM 11.    EXECUTIVE COMPENSATION

      The following table shows the compensation during the three years ended
January 31, 2009, paid or accrued, to George G. Shaw, the Company's Chief
Executive Officer during those years. None of the Company's executive officers
received compensation in excess of $100,000 during the three years ended January
31, 2009.

                                                               All
                                                              Other
                                                              Annual
                                             Stock   Option   Compen-
Name and Principal  Fiscal  Salary  Bonus    Awards  Awards   sation
    Position         Year    (1)     (2)      (3)     (4)       (5)       Total
------------------  ------  ------  -----    ------  ------   --------    ------

George Shaw,         2009  $36,000           $15,375                    $51,375
 President           2008  $36,000      --   $15,000      --       --   $51,000
                     2007  $36,000  $4,500    $5,200      --       --   $45,700

(1)   The dollar value of base salary (cash and non-cash) received. (2) The
      dollar value of bonus (cash and non-cash) received.
(3)   During the periods covered by the table, the value of the Company's shares
      issued as compensation for services calculated in accordance with FAS
      123R.
(4)   The amount recognized for financial statement reporting purposes and
      calculated in accordance with FAS 123R, for options awarded during the
      year.
(5)   All other compensation received that the Company could not properly report
      in any other column of the table. The following shows the amounts which
      the Company expects to pay to its officers


                                       24
<PAGE>

during the twelve month period ending January 31, 2010, and the time which the
Company's executive officers plan to devote to the Company's business. The
Company does not have employment agreements with any of its officers.

                                Proposed               Time to Be Devoted
Name                          Compensation            To Company's Business

George G. Shaw                   $84,000                      100%
G. Scott Shaw                    $72,000                      100%

      The Company does not have any employment agreements with its officers or
employees. The Company does not maintain any keyman insurance on the life or in
the event of disability of any of its officers.

STOCK OPTION AND BONUS PLANS

      Incentive Stock Option Plan. The Company's Incentive Stock Option Plan
authorizes the issuance of up to 2,000,000 shares of the Company's common stock
to persons that exercise options granted pursuant to the Plan. Only Company
employees may be granted options pursuant to the Incentive Stock Option Plan.
The option exercise price is determined by the Company's Board of Directors but
cannot be less than the market price of the Company's common stock on the date
the option is granted.

      Non-Qualified Stock Option Plan. The Company's Non-Qualified Stock Option
Plan authorizes the issuance of up to 1,000,000 shares of the Company's common
stock to persons that exercise options granted pursuant to the Plans. The
Company's employees, directors, officers, consultants and advisors are eligible
to be granted options pursuant to the Plans, provided however that bona fide
services must be rendered by such consultants or advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction. The option exercise price is determined by the Company's Board of
Directors.

      Stock Bonus Plan. The Company's Stock Bonus Plan allows for the issuance
of up to 4,000,000 shares of common stock. Such shares may consist, in whole or
in part, of authorized but unissued shares, or treasury shares. Under the Stock
Bonus Plan, the Company's employees, directors, officers, consultants and
advisors are eligible to receive a grant of the Company's shares, provided
however that bona fide services must be rendered by consultants or advisors and
such services must not be in connection with the offer or sale of securities in
a capital-raising transaction.

      The following table shows the weighted average exercise price of the
outstanding options granted pursuant to the Company's Incentive and
Non-Qualified Stock Option Plans as of January 31, 2009. The Company's Incentive
and Non-Qualified Stock Option Plans were not approved by the Company's
shareholders.


                                       25
<PAGE>

                                                           Number of Securities
                                                           Remaining Available
                           Number                          For Future Issuance
                        of Securities                         Under Equity
                        to be Issued    Weighted-Average   Compensation Plans
                        Upon Exercise   Exercise Price of (Excluding Securities
                        of Outstanding   of Outstanding        Reflected in
Plan Category            Options  [a]        Options             Column (a))
--------------------------------------------------------------------------------

Incentive Stock
  Option Plan                   --             --              2,000,000
Non-Qualified Stock
  Option Plan                   --             --                750,000

      The following table provides information as of April 30, 2009 concerning
the stock options and stock bonuses granted by the Company pursuant to the
Plans. Each option represents the right to purchase one share of the Company's
common stock.

                                   Total      Shares                 Remaining
                                  Shares   Reserved for   Shares     Options/
                                 Reserved   Outstanding  Issued As     Shares
Name of Plan                    Under Plans   Options    Stock Bonus Under Plans
------------                    ----------- -----------  ----------- -----------

Incentive Stock Option Plan       2,000,000         --           --    2,000,000
Non-Qualified Stock Option Plan   1,000,000         --           --      750,000
Stock Bonus Plan                  4,000,000         --    1,836,981    2,163,019

     The  following  table  summarizes  the  options and stock  bonuses  granted
pursuant to the Plans as of April 30, 2009:

Incentive Stock Options
-----------------------
                                                             Options
Shares Subject    Exercise    Date of     Expiration      Exercised as of
 To Option          Price      Grant    Date of Option     April 30, 2009
--------------    --------    -------   --------------    ---------------

                                      None.

                           Non-Qualified Stock Options
                           ---------------------------

                                                             Options
Shares Subject    Exercise    Date of     Expiration      Exercised as of
 To Option          Price      Grant    Date of Option     April 30, 2009
--------------    --------    -------   --------------    ---------------

   250,000          $0.32     6-30-03       7-15-05           250,000



                                       26
<PAGE>

                                  Stock Bonuses
                                  -------------

                              Shares Issued as
Name                             Stock Bonus            Date Issued
----                          ----------------          -----------

George Shaw                       100,000                 10/30/03
Scott Shaw                        100,000                 10/30/03
Employees and consultants       1,636,981                 various dates
                                ---------
                                1,836,981

      Separate from its Stock Bonus Plan, the Company has issued the following
shares of its common stock to George and Scott Shaw for services rendered.

                             Shares Issued for
Name                         Services Rendered          Date Issued
----                         -----------------          -----------

George Shaw                     100,000                   10/2005
Scott Shaw                      100,000                   10/2005
George Shaw                     150,000                   10/2006
Scott Shaw                      150,000                   10/2006
George Shaw                     750,000                    9/2007
Scott Shaw                      750,000                    9/2007
George Shaw                     750,000                   10/2008
Scott Shaw                      750,000                   10/2008

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

      The following table shows the ownership of the Company's common stock as
of April 30, 2009 by (i) each person who is known to the Company to be the
beneficial owner of more than 5% the Company's common stock, (ii) each director
and executive officer of the Company, and (iii) all executive officers and
directors of the Company as a group. All persons listed have sole voting and
investment power with respect to their shares unless otherwise indicated, and
there are no family relationships among the executive officers and directors of
the Company, except that George G. Shaw is the father of G. Scott Shaw. As of
April 30, 2009 the Company did not have any outstanding options, warrants or
other securities convertible into common stock.

                                                    Shares          Percent of
                                                Beneficially        Outstanding
Name and address                                    Owned              Shares
----------------                                ------------        -----------

George G. Shaw                                   21,133,649 (1)        23.18%
Third Floor, 800 Northeast 63rd Street
Oklahoma City, Oklahoma 73105


                                       27
<PAGE>


G. Scott Shaw                                     7,678,905             8.4%
800 Northeast 63rd Street
Oklahoma City, Oklahoma 73105

Terry R. and Marguerite S. Tyson                  8,792,800             9.6%
16250 County Rd. U
Lipscomb, TX  79056-6304

Executive Officers and Directors as a group      37,605,354           41.18%
 (two persons)

(1)  Includes (i) 2,024,916 shares held by Energas Corporation, (ii) 3,460,320
     shares held by Energas Pipeline Co., Inc. and (iii) 1,585,000 shares of
     common stock held by Mr. Shaw. Energas Corporation and Energas Pipeline
     Co., Inc. are controlled by Mr. Shaw.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
           ---------------------------------------------------------------------

      The Company's offices are located at 800 Northeast 63rd Street, Oklahoma
City, Oklahoma. The office space is occupied under an unwritten month-to-month
lease requiring rental payments of $4,000 per month to George Shaw, the owner of
the building. During the years ended January 31, 2009, 2008 and 2007 the Company
paid rent of $47,600, $45,600 and $49,400, respectively. In addition, and prior
to 1/31/09 Mr. Shaw owned Energas Pipeline Company which operates the natural
gas gathering system to which the Company's four wells in Atoka County, Oklahoma
are connected. During the years ended January 31, 2009, 2008 and 2007 Energas
Pipeline Company received $13,658, $13,550 and $16,820, respectively, for
operating the gathering system.

     In January 2009 the Company  acquired  Energas Pipeline Company and Energas
Corp.  from George Shaw, the Company's  President,  for 6,167,400  shares of the
Company's  common  stock.  Energas  Pipeline  Company  operates  the natural gas
gathering  system  which is  connected  to the  Company's  three  wells in Atoka
County,  Oklahoma.  Energas Corp. operates, but holds no interest in, all of the
Company's  wells and holds the bonds  required  by state oil and gas  regulatory
authorities.

      As of January 31, 2009 the Company had borrowed $40,431 from Mr. Shaw.
These loans are non-interest bearing, unsecured, and do not have fixed terms of
repayment. The amounts borrowed from Mr. Shaw were used to fund the Company's
operations.

      The Company believes that the rent paid to Mr. Shaw and the terms of the
other transactions between the Company and its officers and directors discussed
above were fair and reasonable and were upon terms as least as favorable as the
Company could have obtained from unrelated third parties.

      Transactions with the Company's officers, directors, and principal
shareholders may continue and may result in conflicts of interest between the


                                       28
<PAGE>

Company and these individuals. Although these persons have fiduciary duties to
the Company and its shareholders, there can be no assurance that conflicts of
interest will always be resolved in favor of Company and its shareholders.
Neither the Company's Articles of Incorporation nor Bylaws contain any
provisions for resolving potential or actual conflicts of interest.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Murrell, Hall, McIntosh & Co., PLLP served as the Company's independent
public accountants during the fiscal year ended January 31, 2008. The following
table shows the aggregate fees billed to the Company during the year ended
January 31, 2008 by Murrell, Hall, McIntosh & Co., PLLP.

                                                  2009           2008
                                                  ----           ----

      Audit Fees                            $46,408.75     $53,386.15
      Audit-Related Fees
      Financial Information Systems
      Design and Implementation Fees
      Tax Fees
      All Other Fees

      Audit fees represent amounts billed for professional services rendered for
the audit of the Company's annual financial statements and the reviews of the
financial statements included in the Company's 10-Q reports during the fiscal
year. Before Murrell, Hall, McIntosh & Co., PLLP was engaged by the Company to
render audit services, the engagement was approved by the Company's Board of
Directors.

      Eide Bailly LLP audited the Company's financial statements for the year
ended January 31, 2009. The following table shows the aggregate fees billed to
the Company during the year ended January 31, 2009 by Eide Bailly.

                                                  2009
                                                  ----

      Audit Fees                             $34,099.30
      Audit-Related Fees
      Financial Information Systems
      Design and Implementation Fees
      Tax Fees
      All Other Fees

      Audit fees represent amounts billed for professional services rendered for
the audit of the Company's annual financial statements and the reviews of the
financial statements included in the Company's 10-Q reports during the fiscal
year. Before Eide Bailly LLP was engaged by the Company to render audit
services, the engagement was approved by the Company's Board of Directors.


                                       29
<PAGE>

ITEM 15.    EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

Exhibit
  No.       Description of Exhibit                                Page Number
-------     ----------------------                                -----------

3.1         Certificate of Incorporation                                *

3.2         Bylaws                                                      *

3.3         Certificate of Domestication in Delaware                    *

10.7        Gas Purchase Agreement, dated March 1, 1991 between
            Registrant and Energas Pipeline Company.                    *

10.8        Gas Purchase Agreement, dated March 1, 1991 between
            Registrant and Energas Pipeline Company.                    *

10.9        Gas Gathering Agreement, dated July 1, 1992 between
            Energas Pipeline  Company,  Inc. and A.T. Gas Gathering
            Systems, Inc.                                               *

10.10       Gas Purchase Agreement, dated February 13, 1997, between
            Panenergy Field Services, Inc. and Energas Pipeline
            Company.                                                    *

10.11       Gas Purchase Agreement, dated October 1, 1999, between
            Registrant and Ozark Gas Gathering, L.L.C.                  *

21.         Registrant's Subsidiaries                                   *

23.         Consent of Accountants                                      _____

31.         Rule 13a-14(a)/15d-14(a) certifications                     _____

32.         Section 1350 certifications                                 _____

*  Incorporated by referenced to the same exhibit filed with the Company's
   initial registration statement on Form 10-SB.

** Incorporated by reference to the same exhibit filed with the Company's report
   on Form 8-K dated June 27, 2005.


                                       30
<PAGE>

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Energas Resources, Inc.

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Energas
Resources,  Inc. as of January 31, 2009 and the related consolidated  statements
of income,  stockholders'  equity and cash flows for the year ended  January 31,
2009.  Energas  Resources,  Inc.'s management is responsible for these financial
statements.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting an Oversight Board (United States).  Those standards  require that we
plan and  perform the audit to obtain  reasonable  assurance  about  whether the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Energas Resources,
Inc. as of January 31, 2009 and the results of its operations and its cash flows
for the year ended January 31, 2009 in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  financial  statements have been prepared assuming that Energas
Resources,  Inc.  will  continue  as a going  concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of  operations.  As discussed in Note 2, certain  factors  indicate  substantial
doubt  that  the  Company  will be  able to  continue  as a going  concern.  The
financial  statements  do not include any  adjustments  to reflect the  possible
future effect on the  recoverability and classification of assets or the amounts
and  classification  of liabilities  that might result from the outcome of these
uncertainties.


/s/ Eide Bailly LLP

Greenwood Village, Colorado
June 9, 2009


<PAGE>

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Energas Resources, Inc.

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Energas
Resources,  Inc. as of January 31, 2008 and the related consolidated  statements
of income,  stockholders'  equity and cash flows for the year ended  January 31,
2008.  Energas  Resources,  Inc.'s management is responsible for these financial
statements.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting an Oversight Board (United States).  Those standards  require that we
plan and  perform the audit to obtain  reasonable  assurance  about  whether the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Energas Resources,
Inc. as of January 31, 2008 and the results of its operations and its cash flows
for the year ended January 31, 2008 in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  financial  statements have been prepared assuming that Energas
Resources,  Inc.  will  continue  as a going  concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of  operations.  As discussed in Note 2, certain  factors  indicate  substantial
doubt  that  the  Company  will be  able to  continue  as a going  concern.  The
financial  statements  do not include any  adjustments  to reflect the  possible
future effect on the  recoverability and classification of assets or the amounts
and  classification  of liabilities  that might result from the outcome of these
uncertainties.


/s/ Murrell, Hall, McIntosh & Co., PLLP

Oklahoma City, Oklahoma
April 30, 2008

<PAGE>

                             ENERGAS RESOURCES, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                     January 31,    January 31,
                                                        2009           2008
                                                     -----------    -----------
                             ASSETS
Current Assets
 Cash                                                $   76,076     $    28,90
 Restricted cash                                         25,049              -
 Accounts receivable                                     54,539         52,326
                                                     -----------    -----------
      Total Current Assets                              155,664         81,230
                                                     -----------    -----------
Property and Equipment
 Oil and gas properties, using full cost accounting
   Proved properties                                  2,606,814      2,380,633
   Unproved properties                                  162,012         16,845
                                                     -----------    -----------
                                                      2,768,826      2,397,478

    Less accumulated depreciation, depletion, and
     amortization, including impairment of
     $1,505,656 and $280,201                         (2,249,545)      (904,302)
                                                     -----------    -----------
                                                        519,281      1,493,176

   Other, net of accumulated depreciation of $34,035
    and $30,287                                          14,474         11,691
                                                     -----------    -----------
                                                        533,755      1,504,867
                                                     -----------    -----------
Goodwill                                                146,703              -
Investment in partnership                                39,000              -
Note Receivable, net of allowance of
 $1,162,020 and $0                                      950,000      2,300,000
                                                     -----------    -----------
Total Assets                                         $1,825,122     $3,886,097
                                                     ===========    ===========
          LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Accounts payable and accrued expenses                  219,791        357,473
 Advanced drilling funds                                126,263              -
 Due to related parties                                  40,431         49,962
 Current portion of lease                                 1,444              -
 Current asset retirement obligation                     23,691              -
 Note payable                                            16,000         11,992
                                                     -----------    -----------
        Total Current Liabilities                       427,620        419,427

Asset Retirement Obligation                              87,726         41,627
Long-term lease                                           5,720              -
Deposit on sale                                               -        100,000
Drilling obligation                                     156,000              -
                                                     -----------    -----------
       Total Liabilities                                677,066        561,054
                                                     -----------    -----------
Stockholders' Equity
    Common stock, $.001 par value 100,000,000
     shares authorized 90,700,144 and 82,532,744
     shares issued and outstanding at January 31,
     2009 and 2008                                       90,700         82,533
    Additional paid in capital                       19,308,395     19,025,907
    Retained (deficit)                              (18,251,039)   (15,783,397)
                                                     -----------    -----------
Total Stockholders' Equity                            1,148,056      3,325,043
                                                     -----------    -----------
Total Liabilities and Stockholders' Equity           $1,825,122     $3,886,097
                                                     ===========    ===========


              See notes to the consolidated financial statem s.


                                       1
<PAGE>

                             ENERGAS RESOURCES, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS ent

                                                        Years Ended
                                                        January 31,
                                               -----------------------------
                                                    2009           2008
                                               -------------- --------------

   Revenue
    Oil and gas sales                          $    272,223   $    431,959
    Pipeline revenue                                 12,074         12,068
                                               -------------- --------------
           Total Revenue                            284,297        444,027

   Operating Expenses
    Lease operating expense                         119,038        119,002
    Pipeline and gathering expense                   14,432         82,824
    General and administrative expense              498,615        638,201
    Bad debt expense                              1,160,997              -
    Property impairments                          1,225,455        701,691
    Depreciation, depletion and amortization        142,321        178,563
                                                -------------- --------------
           Total Operating Expenses               3,160,858      1,720,281
                                               -------------- --------------
   Operating (Loss)                              (2,876,561)    (1,276,254)
                                               -------------- --------------
   Other (Expenses) Income
    Other income                                          -            187
    Interest income                                 140,115              -
    Loss on disposal of asset                             -        (31,060)
    Gain on sale of properties                      267,549              -
    Gain on sale of subsidiary                        7,116              -
    I nterest expense                                (5,861)      (162,208)
                                               -------------- --------------
          Total Other (Expense)                     408,919       (193,081)
                                               -------------- --------------
   Net (Loss) before Income Taxes                (2,467,642)    (1,469,335)

   Provision for income taxes                             -              -
                                               -------------- --------------
   Net (Loss)                                  $ (2,467,642)  $ (1,469,335)
                                               ============== ==============
   Net (Loss) per Share, Basic and Diluted     $      (0.03)  $      (0.02)
                                               ============== ==============
   Weighted average of number of shares
   outstanding                                   83,046,405     79,237,416
                                               ============== ==============


               See notes to the consolidated financial statements.



                                       2
<PAGE>

                             ENERGAS RESOURCES, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    FOR THE YEARS ENDED JANUARY 31, 2009 AND
                                JANUARY 31, 2008


<TABLE>
<S>                                <C>         <C>          <C>           <C>           <C>

                                                         Additional                    Total
                                     Common Stock         Paid-In      Accumulated  Shareholders'
                                  Shares      Amount      Capital        Deficit       Equity
                                  ------      ------     ----------    -----------  -------------

Balance, January 31, 2007      74,472,914   $  74,473   $18,872,326   $(14,314,062)  $ 4,632,737

Net loss                                                                (1,469,335)   (1,469,335)

Employee stock plan             2,600,000       2,600        49,400              -        52,000
Stock issued for accounts
  payable                       1,258,930       1,259        31,355              -        32,614
Stock issued for loan
  repayment                     4,200,900       4,201        72,826              -        77,027
                             -------------  ----------  -------------  ------------- -------------
Balance, January 31, 2008      82,532,744      82,533    19,025,907    (15,783,397)    3,325,043

Net loss                                                                (2,467,642)   (2,467,642)

Employee stock plan             2,000,000       2,000        39,000                       41,000
Stock issued for purchase of
  subsidiaries                  6,167,400       6,167       243,488                      249,655
                             -------------  ----------  -------------  ------------- -------------
Balance, January 31, 2009      90,700,144   $  90,700   $19,308,395    $(18,251,039) $ 1,148,056
                             =============  ==========  =============  ============= =============
</TABLE>


               See notes to the consolidated financial statements.



                                       3
<PAGE>

                             ENERGAS RESOURCES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                             Years Ended
                                                             January 31,
                                                      -------------------------
                                                        2009             2008
                                                      -------------------------

Cash Flows From Operating Activities
 Net (Loss)                                           $(2,467,642)  $(1,469,335)
  Adjustments to reconcile net loss to
  net cash provided by operating activities
   Depreciation, depletion and amortization               142,320       178,563
   Bad debt provision                                   1,160,997             -
   Loss on disposal of asset                                    -        31,060
   Gain on sale of subsidiary                              (7,115)            -
   Gain on sale of properties                            (267,549)            -
   Property impairments                                 1,225,455       701,691
   Amortization of loan discount                                -       133,000
   Stock issued for salaries                               41,000        52,000
   (Increase) Decrease in
     Accounts receivable                                  130,216        16,585
     Prepaid expenses                                           -           400
   Increase (Decrease) in
     Accounts payable and accrued expenses               (231,791)     (109,765)
     Drilling advances                                    126,263             -
     Accrued interest                                       4,008             -
     Deposits held                                              -       100,000
     Asset retirement obligation                           69,790         2,953
                                                     ------------- -------------
   Net Cash Flows Provided by (Used By)
     Operating Activities                                 (74,048)     (362,848)

Cash Flows From Investing Activities
    (Investment in) oil and gas properties               (692,948)     (575,367)
    Cash received from purchase of subsidiaries            64,182             -
    Sale of subsidiary                                      7,115             -
    Investment in partnership                             (39,000)            -
    Payments on note receivable                            87,980             -
    Sale of oil and gas properties                        590,400     1,178,000
                                                     ------------- -------------
        Net Cash Provided By (Used By) Investing
        Activities                                         17,729       602,633

Cash Flows from Financing Activities
    Advances from (Repayments to) related parties
     and stockholders                                      96,327       (40,650)
    Advances on capital lease                               8,708             -
    Payments on capital lease                              (1,544)            -
    Payments on notes payable                                   -      (699,853)
                                                     ------------- -------------
     Net Cash Provided By Financing Activities            103,491      (740,503)

Increase (Decrease) in Cash                                47,172      (500,718)
Cash at Beginning of Year                                  28,904       529,622
                                                     ------------- -------------
Cash at End of Period                                $     76,076  $     28,904
                                                     ============= =============
Supplemental Information:
  Interest Paid in Cash                              $      1,853  $     29,208
                                                     ============= =============
    Income Taxes Paid                                $          -  $          -
                                                     ============= =============
    Non-Cash Transactions:
     Stock issued for salaries                       $     41,000  $     52,000
                                                     ============= =============
    Stock issued for purchase of subsidiaries        $    249,655  $          -
                                                     ============= =============
    Stock issued for payments on accounts payable    $          -  $     32,614
                                                     ============= =============
    Stock issued for payments on notes payable       $          -  $     77,027
                                                     ============= =============

          See notes to the condensed consolidated financial statements.


                                       4
<PAGE>

                             ENERGAS RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED JANUARY 31, 2009 AND 2008


1.  NATURE OF OPERATIONS

Energas Resources, Inc. (the "Company") was originally incorporated in 1989 in
British Columbia, Canada as a public company listed on the Canadian Venture
Exchange. In 2001, the Company registered as a Delaware corporation becoming a
United States domestic corporation. In 2002, its registration statement filed
with the Securities and Exchange Commission became effective and its stock is
traded in the Over the Counter (OTC) market.

The Company is primarily engaged in the operation, development, production,
exploration and acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiary, A.T. Gas Gathering Systems,
Inc. ("AT GAS"). In addition, the Company owns and operates natural gas
gathering systems located in Oklahoma, which serve wells operated by the Company
for delivery to a mainline transmission system. The majority of the Company's
operations are maintained and occur through AT GAS. AT GAS is a company
incorporated in the state of Oklahoma.

On January 31, 2009 the Company purchased all the outstanding  shares of Energas
Corporation ("Corp.") from George G. Shaw, the Company's president. Corp. is the
operator of all of the Company's wells.  Corp.  became a wholly owned subsidiary
of the Company as of the date of acquisition.

On January 31, 2009 the Company purchased all the outstanding shares of Energas
Pipeline ("Pipeline") from George G. Shaw, the Company's president. Pipeline
operates the natural gas gathering system to which the Company's four wells in
Atoka County, Oklahoma are connected. Pipeline became a wholly owned subsidiary
of the Company as of the date of acquisition.

2.  GOING CONCERN

The Company is in the process of acquiring and developing petroleum and natural
gas properties with adequate production and reserves to operate profitably. As
of January 31, 2009, the Company had incurred losses for the years ended January
31, 2009 and 2008 of $(2,467,642) and $(1,469,335), respectively. The Company's
ability to continue as a going concern is dependent upon obtaining financing and
achieving profitable levels of operations. The Company is currently seeking
additional funds and additional mineral interests through private placements of
equity and debt instruments. There can be no assurance that its efforts will be
successful.

The consolidated financial statements do not give effect to any adjustments that
might be necessary if the Company is unable to continue as a going concern.


                                       5
<PAGE>


3.  SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation - The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries, AT Gas, Corp.,
Pipeline and TGC (through February 15, 2008). All significant inter-company
items have been eliminated in consolidation.

Use of estimates in the preparation of financial statements - The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

The oil industry is subject, by its nature, to environmental hazards and cleanup
costs for which we carry liability insurance. At this time, we know of no
substantial costs from environmental accidents or events for which we may be
currently liable. In addition, our oil and gas business makes us vulnerable to
changes in wellhead prices of crude oil and natural gas. Such prices have been
volatile in the past and can be expected to be volatile in the future. By
definition, proved reserves are based on current oil and gas prices. Price
declines reduce the estimated proved reserves and increase annual amortization
expense (which is based on proved reserves).

Revenue recognition - Oil and natural gas revenue is recognized at the time
title is transferred to the customer. Pipeline revenue is earned as a gathering
fee at the time the gas is delivered to the customer.

Petroleum and natural gas properties - The Company employs the full cost method
of accounting for petroleum and natural gas properties whereby all costs
relating to exploration and development of reserves are capitalized. Such costs
include land acquisition costs, geological and geophysical costs, costs of
drilling both productive and non-productive wells, and related overhead.

Capitalized costs, excluding costs relating to unproven properties, are depleted
using the unit-of-production method based on estimated proven reserves, as
prepared by an independent engineer. For the purposes of the depletion
calculation, proven reserves are converted to a common unit of measure on the
basis of their approximate relative energy content. Investments in unproved
properties are not amortized until the proved reserves associated with the
projects can be determined or until impairment occurs. If an assessment of such
properties indicates that properties are impaired, the amount of impairment is
added to the capitalized cost base to be amortized.

Under the full cost method, the net book value of natural gas and oil
properties, less related deferred income taxes, may not exceed a calculated
"ceiling". The ceiling is the estimated after-tax future net revenue from proved
natural gas and oil properties, discounted at 10% per annum plus the lower of
cost or fair market value of unproved properties. In calculating future net
revenues, prices and costs in effect at the time of the calculation are held
constant indefinitely, except for changes that are fixed and determinable by


                                       6
<PAGE>

existing contracts. The net book value is compared to the ceiling on an annual
basis. The excess, if any, of the net book value above the ceiling is required
to be written off as an expense.

Proceeds on disposal of properties are normally applied as a reduction of the
capitalized costs without recognition of a gain or loss, unless such amounts
would significantly alter the relationship between capitalized costs and proved
reserves of oil and gas, in which case gain or loss would be recognized.
Abandonment of properties are accounted for as adjustments of capitalized costs
with no loss recognized, unless such adjustment would significantly alter the
relationship between capitalized costs and proved reserves of oil and gas
attributable to a cost center.

Long-lived assets - The Company reviews its long-lived assets for impairment
whenever changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. For purposes of evaluating the recoverability of
long-lived assets, the recoverability test is performed using estimated
undiscounted net cash flows to be generated by the asset.

Equipment - Equipment is recorded at cost and depreciated on the straight-line
basis over the following periods:

                  Computer equipment         5-7 years
                  Truck                        7 years
                  Office equipment           5-7 years
                  Computer software            5 years
                  Gathering systems           30 years


Asset Retirement Obligations - In accordance with the provisions of Statement of
Financial  Accounting  Standards  (SFAS) No. 143 Accounting for Asset Retirement
Obligations  the  Company  records  the fair  value of its  liability  for asset
retirement  obligations  at the  time a well is  completed  and a  corresponding
increase in the carrying amount of the related long live assets.  Over time, the
liability is accreted to its present value at the end of each reporting  period,
and the  capitalized  cost is  depreciated  over the useful  life of the related
assets.  Upon  settlement of the  liability,  the Company will either settle the
obligation for its recorded amount or incur a gain or loss upon settlement.  The
Company's asset retirement obligations relate to the plugging and abandonment of
its natural gas and oil properties.

Accounts Receivable - Management periodically assesses the collectibility of the
Company's accounts receivable and notes receivable. Accounts determined to be
uncollectible are charged to operations when that determination is made. The
provision for bad debt related to the note receivable has been recorded at
$1,162,020 as of January 31, 2009 due to the factors discussed in Note 5.

Earnings per share - The Company follows SFAS 128 Earnings per Share, for
computing and presenting earnings per share, which requires, among other things,


                                       7
<PAGE>

dual presentation of basic and diluted earnings per share on the face of the
statement of operations. Basic EPS is computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities, options or warrants were exercised or converted into common shares
or resulted in the issuance of common shares that then share in the earnings of
the entity. For the years ended January 31, 2009 and 2008, no options or
warrants were considered common stock equivalents as their effect would be
anti-dilutive.

Stock-based compensation - Effective February 1, 2006 the Company adopted the
fair value recognition provisions of SFAS 123R, using the modified-prospective
transition method. Under this transition method, stock-based compensation
expense will be recognized in the consolidated financial statements for granted,
modified, or settled stock options. Compensation expense recognized included the
estimated expense for stock options granted on and subsequent to February 1,
2006, based on the grant date fair value estimated in accordance with the
provisions of SFAS 123R, and the estimated expense for the portion vesting in
the period for options granted prior to, but not vested as of February 1, 2006,
based on the grant date fair value estimated in accordance with the original
provisions of SFAS 123. Results for prior periods have not been restated, as
provided for under the modified-prospective method.

SFAS 123R requires forfeitures to be estimated at the time of grant and revised,
if necessary, in subsequent periods if actual forfeitures differ from those
estimates. In the Company's pro forma information required under SFAS 123R for
the periods prior to fiscal 2007, the Company accounted for forfeitures as they
occurred.

The Company is using the Black-Scholes option-pricing model as its method of
valuation for share-based awards granted beginning in fiscal 2007. The Company's
determination of fair value of share-based payment awards on the date of grant
using an option-pricing model is affected by the Company's stock price as well
as assumptions regarding a number of highly complex and subjective variables.
These variables include, but are not limited to the Company's expected stock
price volatility over the term of the awards, and certain other market variables
such as the risk free interest rate.

No options were granted, modified or settled during the years ended January 31,
2009 and 2008, and there was no stock-based compensation expense included in net
income for these periods subject to the option pricing considerations discussed
above.

As discussed further in Note 16, the Company awarded 2,000,000 shares of common
stock to employees on September 26, 2008. Using the market price of $.0205 on
the date of the grant, the Company has recognized stock based compensation of
$41,000 during the year ended January 31, 2009.

Cash and cash equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents.

Investment in  Partnership - The Company has elected to follow the equity method
with respect to its  investment in a partnership.  Under the equity method,  the
Company's share of income or loss will be recorded as an increase or decrease in
the investment  accounts.  Unlike the accounting  treatment under  proportionate
consolidation,  neither the Company's  share of reserves nor the Company's share
of oil and gas assets enter into the  depreciation,  depletion and  amortization
calculation under the full cost method.

Business  Combinations - The Company follows SFAS 141, "Business  Combinations",
which defines the acquirer, establishes the  acquisition  date, and requires the
acquirer to recognize the assets acquired and the liabilities  assumed  measured
at their fair values as of that date, with any residual recorded as goodwill.

Goodwill  -  Goodwill  represents  the  excess of cost over fair value of assets
acquired.  Goodwill is not subject to amortization  but is tested for impairment
annually or more frequently if events or changes in circumstances  indicate that
the asset  might be  impaired,  as  required  by SFAS 142,  "Goodwill  and Other
Intangible Assets".

                                        8
<PAGE>

Concentration of credit risk - The Company maintains its cash in bank deposit
accounts which, at times, may exceed federally insured limits. The Company has
not experienced any losses in such accounts and believes it is not exposed to
any significant risk.

Trade receivables consist of uncollateralized customer obligations due under
normal trade terms. The note receivable results from oil and gas properties and
a pipeline sold in a prior period. Management reviews the estimated
recoverability of trade and notes receivable and reduces their earning amount by
utilizing a valuation allowance that reflects management's best estimate of the
amount that may not be recoverable. Management believes all trade receivables to
be fully collectible at January 31, 2009 and 2008. An allowance for bad debt has
been recorded against the note receivable as of January 31, 2009 as discussed
further in Note 5.

Financial Instruments - The carrying value of current assets and liabilities
reasonably approximates their fair value due to their short maturity periods.

Income taxes - Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for future timing
differences between the financial statement carrying amounts and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered.

In July 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 is intended to clarify
the accounting for uncertainty in income taxes recognized in a company's
financial statements and prescribes the recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.

Under FIN 48, evaluation of a tax position is a two-step process. The first step
is to determine whether it is more-likely-than-not that a tax position will be
sustained upon examination, including the resolution of any related appeals or
litigation based on the technical merits of that position. The second step is to
measure a tax position that meets the more-likely-than-not threshold to
determine the amount of benefit to be recognized in the financial statements. A
tax position is measured at the largest amount of benefit that is greater than
50 percent likely of being realized upon ultimate settlement.

Tax positions that previously failed to meet the more-likely-than-not
recognition threshold should be recognized in the first subsequent period in
which the threshold is met. Previously recognized tax positions that no longer
meet the more-likely-than-not criteria should be de-recognized in the first
subsequent financial reporting period in which the threshold is no longer met.

The adoption of FIN 48 at February 1, 2007 did not have a material effect on the
Company's financial position.


                                       9
<PAGE>

Segment Reporting - SFAS 131,  "Disclosures  about Segments of an Enterprise and
Related  Information",   requires  a  public  entity  to  report  financial  and
descriptive  information  about its reportable  operating  segments.  Generally,
financial  information  is  required to be reported on the basis that it is used
internally  for  evaluating  segment  performance  and  deciding how to allocate
resources to segments.

The majority of the operations involve the operation, development and production
of oil and gas properties. An incidental amount of assets (less than 10%) are
associated with pipeline activities and the pipeline is operated solely to serve
specific properties. Therefore management does not consider the pipeline
activities to be separable from the oil and gas activities and the operations
are reported herein as a single operating segment.

Reclassifications - Certain prior period amounts have been reclassified to
conform to current period presentation.

New Accounting Pronouncements - In September 2006, the FASB issued Statement
157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 addresses how companies
should measure fair value when they are required to use a fair value measure for
recognition or disclosure purposes under GAAP. SFAS 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements. SFAS 157 is effective for fiscal years beginning after
November 15, 2007, with earlier adoption permitted. The Company adopted SFAS No.
157 February 1, 2008.

In February 2008, the FASB issued Staff Position No. SFAS 157 (FSP No 157-2)
Effective Date of FASB Statement No 157, that defers the effect date of SFAS 157
for one year for certain nonfinancial assets and nonfinancial liabilities. SFAS
157 is effective for certain nonfinancial assets and nonfinancial liabilites for
financial statements issued for fiscal years beginning after November 15, 2008.
Management is currently assessing the effect of the adoption of SFAS 157 to
nonfinancial assets and nonfinancial liabilities.

In September 2006, the Securities Exchange Commission issued Staff Accounting
Bulletin No. 108 ("SAB 108"). SAB 108 addresses how the effects of prior year
uncorrected misstatements should be considered when quantifying misstatements in
current year financial statements. SAB 108 requires companies to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. When the
effect of initial adoption is material, companies will record the effect as a
cumulative effect adjustment to beginning of year retained earnings and disclose
the nature and amount of each individual error being corrected in the cumulative
adjustment. SAB 108 was effective beginning January 1, 2007 and the initial
adoption of SAB 108 did not have a material impact on the Company's financial
position, results of operations, or cash flows.

In February 2007, the FASB issued SFAS 159 "The Fair Value Option for Financial
Assets and Financial Liabilities". This statement permits companies to choose to
measure many financial assets and liabilities at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are


                                       10
<PAGE>

reported in earnings. SFAS 159 is effective for fiscal years beginning after
November 15, 2007. Management adopted this Statement on February 1, 2008 and the
adoption of SFAS 159 did not have a material impact to the Company's financial
position, results of operations, or cash flows.

In December 2007, the FASB issued SFAS 160, Non-controlling Interests in
Consolidated Financial Statements--an amendment of Accounting Research Bulletin
No. 51 (SFAS 160). SFAS 160 establishes new accounting and reporting standards
for the non-controlling interest in a subsidiary and for the deconsolidation of
a subsidiary. SFAS 160 is effective for fiscal years beginning on or after
December 15, 2008. The Company does not believe that SFAS 160 will have a
material impact on its consolidated financial statements.

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative
Instruments and Hedging Activities--an amendment of FASB Statement No. 133. SFAS
161 changes the disclosure requirements for derivative instruments and hedging
activities. Entities are required to provide enhanced disclosures about (a) how
and why an entity uses derivative instruments, (b) how derivative instruments
and related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity's financial position, financial performance, and cash flows.
The guidance in SFAS 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. The Company
does not believe that SFAS 161 will have a material impact on its consolidated
financial statements.

In May 2008, the FASB issued SFAS 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS 162 is intended to improve financial reporting by
identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with U.S. generally
accepted accounting principles (GAAP). SFAS 162 directs the GAAP hierarchy to
the entity, not the independent auditors, as the entity is responsible for
selecting accounting principles for financial statements that are presented in
conformity with GAAP. SFAS 162 is effective 60 days following the Securities and
Exchange Commission's approval of the Public Company Accounting Oversight Board
amendments to remove the GAAP hierarchy from the auditing standards. The
adoption of this standard did not have a material impact on the Company's
financial position, results of operations, or cash flows.

In December 2008, the FASB issued FASB Staff Position (FSP) no. FAS 132(R)-1,
Employers' Disclosures about Postretirement Benefit Plan Assets. The FSP amends
SFAS No. 132 (revised 2003), Employers' Disclosures about Pensions and Other
Postretirement Benefits, to provide guidance on an employer's disclosures about
plan assets of a defined benefit pension or other postretirement plan. The
disclosures about plan assets required by FSP No. FAS 123(R)-1 are to be
provided for fiscal years beginning after December 15, 2009. The Company is
currently assessing the impact of FSP No. FAS 123(R)-1.


                                       11
<PAGE>

4.  SALE OF OIL AND GAS PROPERTIES

As of June 1, 2007 the Company had finalized a sales agreement for the sale of
all Pulaski County, Kentucky properties, gathering systems and equipment for
$1,635,560. The Company received cash payments totaling $1,604,500 and in
October 2007 agreed to a sales price adjustment reducing the price by $31,060.
The sales price adjustment was recorded in the carrying amount of oil and gas
properties in accordance with the requirements of the full cost method of
accounting for oil and gas properties.

On January 1, 2008 the Company finalized a sales agreement for the sale of all
remaining Kentucky properties, gathering systems, pipelines and equipment for
$2,300,000. The Company received a $100,000 deposit and a non-recourse note
receivable for $2,200,000 due on January 1, 2010, with interest of 7.5%, secured
by first mortgage liens on real property; lien and security interest in all
wells, fixtures and equipment; and collateral assignment of production and
proceeds from the properties. See Note 5 for additional discussion of the note
receivable resulting from this transaction.

On April 11, 2008 the Company sold the Ainsworth #1-33 well for $615,000 less
sales expenses of $24,600. The Company determined that the sale of the Ainsworth
significantly altered the relationship between capitalized costs and proved
reserves of the remaining full cost pool, therefore the net book value of the
property, $322,851 was removed from the full cost pool and a gain was recognized
of $267,549 on the sale during the year ended January 31, 2009.

5.  NOTE RECEIVABLE

At the time of the transaction described in Note 4, current production levels
indicated that significant funds would need to be invested in the properties to
fully develop anticipated reserves and thereby generate revenues sufficient to
repay the promissory note. Due to this uncertainty, management determined to
characterize the promissory note as 'properties held for resale' on the balance
sheet. Following the guidance of Staff Accounting Bulletin 104, Topic 13,
"Revenue Recognition", management also determined to hold all payments received
on the promissory note as a liability titled "Deposit on Sale" and did not
reduce the note balance nor record interest income from the date of the
transaction through the six months ended July 31, 2008.

On December 2, 2008 the debtor, Wildcat Energy Corp., with its parent entity
Platina Energy Group, filed a voluntary petition for reorganization relief under
Chapter 11 of the United States Bankruptcy Code. At the time of filing, all
payments due to the Company had been received. However, the act of filing for
bankruptcy is a condition of default under the promissory note, which would
allow the Company to petition the bankruptcy court to foreclose on the related
oil and gas properties and all pipeline and other equipment if they so choose.

In considering their options for collection of the outstanding note balance,
management determined that the previous classification of properties held for
resale should have been as a note receivable with consideration given for an
allowance for bad debt. SFAS 114, "Accounting by Creditors for Impairment of a
Loan", defines the conditions under which a creditor should consider impairment
of a loan and provides a framework in which to measure the impairment. Within


                                       12
<PAGE>

this framework, management believes the note receivable is collateral dependent
as the repayment of the debt is expected to be provided solely by the underlying
collateral. Under these conditions, SFAS 114 requires an allowance for
uncollectability if the present value of expected future cash flows from the
collateral is less than the recorded investment in the debt.

On February 27, 2009 the Company sold the note receivable for $950,000 less
expenses of $28,909 and therefore has recorded an allowance for bad debt of
$1,162,020 as of January 31, 2009.

6.  SALE OF TGC

On February 15, 2008 the Company sold all the outstanding stock in its
subsidiary, TGC, for $10,000. The Company retained outstanding liabilities of
approximately $75,000 some of which are disputed. This sale resulted in the
recognition of a $7,115 gain for financial reporting purposes.

7.  PURCHASE OF SUBSIDIARIES

Energas Corporation:
-------------------

On January 30, 2009 the Company issued 4,872,500 shares of restricted common
stock valued at $197,238 to George G. Shaw, the Company's President, for 100% of
the outstanding shares of Energas Corporation. The shares were valued at 88% of
the closing stock price on the day the acquisition. The purchase price was
determined by third party valuation of the projected cash flows of Corp. Corp.
became a wholly owned subsidiary of the Company as of the date of acquisition.
The purchase price was allocated to the assets of Corp. as follows:

       Cash                                              $  64,182
       Restricted cash                                      25,049
       Receivable                                          236,114
       Payables                                           (222,393)
       Goodwill                                             94,286
                                                         ----------
                                                         $ 197,238
                                                         =========

Energas Pipeline:
----------------

On January 30, 2009 the Company issued 1,294,900 shares of restricted common
stock valued at $52,417 to George G. Shaw, the Company's President, for 100% of
the outstanding shares of Energas Pipeline. The shares were valued at 88% of the
closing stock price on the day the acquisition. The purchase price was
determined by third party valuation of the projected cash flows of Pipeline.


                                       13
<PAGE>

Pipeline became a wholly owned subsidiary of the Company as of the date of
acquisition. The purchase price was allocated to the assets of Pipeline as
follows:

       Receivables                                       $  19,227
       Payables                                            (19,227)
       Goodwill                                             52,417
                                                         ----------
                                                         $  52,417
                                                         ==========

Proforma Information (unaudited):
--------------------------------

The proforma  unaudited  results of  operations  for the years ended January 31,
2009 and 2008,  assuming that the  acquisitions had occurred at the beginning of
each period presented, would be as follows:

                                       2009               2008
                                   (unaudited)        (unaudited)

              Revenue              $   352,460         $   537,461
                                   ============        ============
              Net loss             $(2,412,564)        $(1,393,090)
                                   ============        ============
              Loss per share       $      (.03)        $      (.02)
                                   ============        ============

All  intercompany   transactions  have  been  eliminated  in  the  proforma.  No
non-recurring adjustments were determined to exist.

8.  RELATED PARTY TRANSACTIONS

Until January 30, 2009, George G. Shaw, the Company's President, owned Energas
Corporation which operates the Company's wells in Oklahoma and Wyoming. Corp.
billed the Company a total of $710,143 and $268,048 for the years ended January
31, 2009 and 2008, respectively for drilling costs, lease operating expenses and
overhead. Of the amounts received overhead fees were $54,505 and $80,236 for the
years ended January 31, 2009 and 2008, respectively, for operation of the wells.

Until January 30, 2009, George G. Shaw, the Company's President, owned Energas
Pipeline Company (Pipeline) that operates the natural gas gathering system to
which the Company's four wells in Atoka County, Oklahoma are connected. The
Company sells gas from these wells to Pipeline, these sales were approximately
$148,000 and $131,000 during years ended January 31, 2009 and 2008,
respectively. The price the Company receives for the gas sold is the market
price less a marketing and transportation fee of $0.10 per mcf that is deducted
from the sales price. During the years ended January 31, 2009 and 2008 Energas
Pipeline Company received $13,658 and $13,550, respectively, in marketing and
transportation fees.

The Company's offices are occupied under a one year lease beginning April 1,
2008, requiring rental payments of $4,000 per month to George G. Shaw, the
Company's President and owner of the building. During the years ended January
31, 2009 and 2008 the Company paid rent of $47,600 and $45,600, respectively, to
the Company's President.

9. INCOME TAXES

As of January 31, 2009, the Company has approximately $13,990,000 of net
operating losses expiring through 2029 that may be used to offset future taxable
income but are subject to various limitations imposed by rules and regulations
of the Internal Revenue Service. The net operating losses are limited each year
to offset future taxable income, if any, due to the change of ownership in the
Company's outstanding shares of common stock. These net operating loss
carry-forwards may result in future income tax benefits of approximately
$5,926,000; however, because realization is uncertain at this time, a valuation
reserve in the same amount has been established. Deferred income taxes reflect
the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. A reconciliation of the provision (benefit) for income
taxes with the amounts determined by applying the U.S. federal income tax rate
to income before income taxes is as follows:


                                       14
<PAGE>

                                                        Year Ended January 31
                                                          2009          2008
                                                     ---------------------------
Computed at the federal statutory rate of 34%           $ (839,000)  $ (489,000)
State tax (benefit) at statutory rates                    (148,000)     (57,000)
Property impairments and cost pool                         440,000            -
Change in valuation allowance                              547,000      546,000
                                                     -------------- ------------
Income tax expense                                      $        -   $        -
                                                     ============== ============

Significant components of the Company's deferred tax liabilities and assets are
as follows:

                                                          As of January 31
                                                          2009          2008
                                                     ---------------------------
Deferred tax liabilities - timing in full cost pool      $(210,000)  $ (466,000)
Deferred tax assets - net operating losses               5,646,000    5,563,000
Deferred tax assets - asset impairment                     490,000            -
Valuation allowance for deferred tax assets             (5,926,000)  (5,097,000)
                                                     ---------------------------
Net deferred tax assets                                 $        -   $        -
                                                     ===========================

The changes in the valuation allowance are as follows:

                                                        Year Ended January 31
                                                          2009          2008
                                                     ---------------------------
Beginning balance, February 1,                       $ (5,097,000)  $(4,072,000)
Expiring Canadian net operating losses                    158,000             -
Current year net operating losses                        (547,000)   (1,087,000)
Asset impairment                                         (490,000)            -
Changes in timing of full cost pool                        50,000       62,000
                                                     ---------------------------
Ending balance, January 31,                          $(5,926,000)   $(5,097,000)
                                                     ===========================

The ability of the Company to utilize NOL carryforwards to reduce future federal
taxable income and federal income tax of the Company is subject to various
limitations under the Internal Revenue Code of 1986, as amended. The utilization
of such carryforwards may be limited upon the occurrence of certain ownership
changes, including the issuance or exercise of rights to acquire stock, the
purchase or sale of stock by 5% stockholders, as defined in the Treasury
regulations, and the offering of stock by the Company during any three-year
period resulting in an aggregate change of more than 50% in the beneficial
ownership of the Company.

The  Company is  delinquent  in filing tax  returns  with the  Internal  Revenue
service and state taxing  authorities.  The filing of these returns could result
in  changes  to the  net  operating  loss  (NOL)  carry  forwards  as  currently
disclosed. Any impact is not expected to be significant.


                                       15
<PAGE>

Effective February 1, 2007 the Company adopted FIN 48 which prescribes a
more-likely-than-not threshold for financial statement recognition and
measurement to a tax position taken or expected to be taken in a tax return.
This interpretation also provides guidance on derecognition of income tax income
tax assets and liabilities, classification of current and deferred income tax
assets and liabilities, accounting for income taxes in interim periods and
income tax disclosures.

The Company is subject to examination in the U.S. federal and state tax
jurisdiction of the 2000 to 2008 tax years. There are no current examinations
of the Company's prior tax returns. The Company has not filed any U.S or state
income tax returns since 2001. The penalty and interest charges on the
delinquent returns is estimated to be minimal due to net operating losses
incurred in each year of operations.

No penalty and interest on any tax positions have been computed and the Company
does not anticipate there will be a charge in the FIN 48 position in the next 12
months.

10. EARNINGS PER SHARE

SFAS 128 requires a reconciliation of the numerator and denominator of the basic
and diluted earnings per share (EPS) computations.

The following reconciles the components of the EPS computation for the years
ended January 31, 2009 and 2008:

                                                         2009              2008
                                                          ----         ----
Basic (loss) per share computation Numerator:
  Net loss                                         $ (2,467,642)   $ (1,469,335)

Denominator:
  Weighted average common shares outstanding         83,046,405      79,237,416
Basic (loss) per share                             $      (0.03)   $      (0.02)

Diluted (loss) per share Numerator:
  Net loss                                         $ (2,467,642)   $ (1,469,335)

Denominator:
  Weighted average common shares outstanding         83,046,405      79,237,416
Diluted (loss) per share                           $      (0.03)   $      (0.02)


                                       16
<PAGE>


11. ASSET RETIREMENT OBLIGATION

The following table provides a roll forward of the asset retirement obligations:

                                                Year Ended        Year Ended
                                              January 31, 2009  January 31, 2008
                                              ----------------  ----------------

  Asset retirement obligation beginning
        balance                                 $    41,627       $   103,687
    Liabilities incurred                             68,293                --
    Liabilities settled                             (17,890)               --
    Liabilities transferred to purchaser                 --           (65,013)
    Accretion expense                                19,387             2,953
                                              ----------------  ----------------
  Asset retirement obligation ending balance        111,417            41,627
  Less current portion                              (23,691)               --
                                              ----------------  ----------------
  Asset retirement obligation, long-term        $    87,726       $    41,627
                                              ================  ================

12.  CAPITAL LEASE

The Company has a lease on a copier through October, 2012. This lease has been
classified as a capital lease as the lease term is more than 75% of the
estimated economic life of the copier. The balances on the lease are as follows:

                                                Year Ended        Year Ended
                                              January 31, 2009  January 31, 2008
                                              ----------------  ----------------

  Remaining lease payments                      $     9,855       $       --
  Imputed interest                                   (2,691)              --
                                              ----------------  ----------------
  Copier lease balance                                7,164       $       --
  Less current portion                               (1,444)              --
                                              ----------------  ----------------
  Copier lease, long-term                       $     5,720       $       --
                                              ================  ================

Future principal payments over the next five years are as follows: 2010 -$1,445;
2011 - $1,746; 2012 - $2,108; 2013 - $1,865.

13.  OPERATING LEASES

The Company has one operating lease for office equipment requiring payment
through October 2012. All leases are warranted with full maintenance.

The minimum annual rental commitment as of January 31, 2009 under
non-cancellable leases is as follows: 2010 - $3,937; 2011 - $909.


                                       17
<PAGE>

14.   MAJOR PURCHASERS

The Company's natural gas and oil production is sold under contracts with
various purchasers. Natural gas sales to one purchaser approximated 54% of total
natural gas and oil revenues for the year ended January 31, 2009.

The Company sold gas to Energas Pipeline  Company,  which was owned by George G.
Shaw,   the   Company's   President.   These  sales   generated   marketing  and
transportation  fees of  approximately  $13,600 and $13,500  during  years ended
January 31, 2009 and 2008, respectively.

15.  FINANCIAL INSTRUMENTS

In September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements" in
order to establish a single definition of fair value and a framework for
measuring fair value in generally accepted accounting principles (GAAP) that is
intended to result in increased consistency and comparability in fair value
measurements. SFAS No. 157 also expands disclosures about fair value
measurements. SFAS No. 157 applies whenever other authoritative literature
requires (or permits) certain assets or liabilities to be measured at fair
value, but does not expand the use of fair value. SFAS No. 157 was originally
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those years with early adoption
permitted.

In early 2008, the FASB issued Staff Position (FSP) FAS-157-2, "Effective Date
of FASB Statement No. 157," which delays by one year, the effective date of SFAS
No. 157 for all non-financial assets and non-financial liabilities, except those
that are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually). The delay pertains to items including, but
not limited to, non-financial assets and non-financial liabilities initially
measured at fair value in a business combination, non-financial assets recorded
at fair value at the time of donation, and long-lived assets measured at fair
value for impairment assessment under SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets".

The Company has adopted the portion of SFAS No. 157 that has not been delayed by
FSP FAS-157-2 as of the beginning of its 2009 fiscal year, and plans to adopt
the balance of its provisions as of the beginning of its 2010 fiscal year. Items
carried at fair value on a recurring basis (to which SFAS No. 157 applies in
fiscal 2009) consist of available for sale securities based on quoted prices in
active or brokered markets for identical as well as similar assets and
liabilities. Items carried at fair value on a non-recurring basis (to which SFAS
No. 157 will apply in fiscal 2010) generally consist of assets held for sale.
The Company also uses fair value concepts to test various long-lived assets for
impairment. The Company is continuing to evaluate the impact the standard will
have on the determination of fair value related to non-financial assets and
non-financial liabilities in post-2009 years.

Fair value of assets and liabilities measured on a recurring basis at January
31, 2009 are as follows:


                                       18
<PAGE>

                              Fair Value Measurement at Reporting Date Using
                          ------------------------------------------------------
                                           Quoted
                                         Prices In
                                          Active
                                        Markets for  Significant
                                         Identical      Other       Significant
                                          Assets/     Observable    Unobservable
                                        Liabilities    Inputs          Inputs
                          Fair Value     (Level 1)    (Level 2)      (Level 3)
                          ----------   ------------  -----------    ------------

Note receivable            $950,000                   $950,000
                          ==========                 ==========

Level 2 inputs  include  the  signed  and  completed  contract  for sale of note
receivable to third party and subsequent collection by the Company.

16.  CONTINGENCIES

In the normal course of its operations, the Company may, from time to time, be
named in legal actions seeking monetary damages. While the outcome of these
matters cannot be estimated with certainty, management does not expect, based
upon consultation with legal counsel, that they will have a material effect on
the Company's business or financial condition or results of operations.

The Company has considered the likelihood of loss contingency in its evaluation
of the collectability of the note receivable as discussed in Note 5.

17.  STOCK-BASED COMPENSATION

Incentive Stock Option Plan. The Company's Incentive Stock Option Plan
authorizes the issuance of up to 2,000,000 shares of the Company's common stock
to persons that exercise options granted pursuant to the Plan. Only Company
employees may be granted options pursuant to the Incentive Stock Option Plan.
The option exercise price is determined by the Company's Board of Directors but
cannot be less than the market price of the Company's common stock on the date
the option is granted.

Non-Qualified Stock Option Plan. The Company's Non-Qualified Stock Option Plan
authorizes the issuance of up to 1,000,000 shares of the Company's common stock
to persons that exercise options granted pursuant to the Plans. The Company's
employees, directors, officers, consultants and advisors are eligible to be
granted options pursuant to the Plans, provided however that bona fide services
must be rendered by such consultants or advisors and such services must not be
in connection with the offer or sale of securities in a capital-raising
transaction. The option exercise price is determined by the Company's Board of
Directors.

Stock Bonus Plan. The Company's Stock Bonus Plan allows for the issuance of up
to 4,000,000 shares of common stock. Such shares may consist, in whole or in
part, of authorized but unissued shares, or treasury shares. Under the Stock
Bonus Plan, the Company's employees, directors, officers, consultants and
advisors are eligible to receive a grant of the Company's shares, provided
however that bona fide services must be rendered by consultants or advisors and


                                       19
<PAGE>

such services must not be in connection with the offer or sale of securities in
a capital-raising transaction.

The following table shows the weighted average exercise price of the outstanding
options granted pursuant to the Company's Incentive and Non-Qualified Stock
Option Plans as of January 31, 2009. The Company's Incentive and Non-Qualified
Stock Option Plans were not approved by the Company's shareholders.

<TABLE>
<S>                                <C>               <C>                  <C>
                                                                      Number of
                                                                     Securities
                                                                      Remaining
                                                                    Available For
                                                                   Future Issuance
                          Number of Securities                       Under Equity
                           to be Issued Upon                      Compensation Plans
                              Exercise of     Weighted-Average  (Excluding Securities
                              Outstanding     Exercise Price of     Reflected in
   Plan Category              Options [a]    Outstanding options     column [a]
---------------------------------------------------------------------------------

Incentive Stock Option Plan          --                  --            2,000,000
Non-Qualified Stock
  Option Plan                        --                  --              750,000
</TABLE>


The following table provides information as of January 31, 2009 concerning the
stock options and stock bonuses granted by the Company pursuant to the Plans.
Each option represents the right to purchase one share of the Company's common
stock.

                                       Shares
                     Total Shares    Reserved for                   Remaining
                    Reserved Under   Outstanding   Shares Issued  Options/Shares
   Name of Plan          Plans         Options     As Stock Bonus  Under Plans
--------------------------------------------------------------------------------
Incentive Stock
  Option Plan          2,000,000            --              N/A      2,000,000
Non-Qualified
  Stock Option Plan    1,000,000            --              N/A        750,000
Stock Bonus Plan       4,000,000            --        2,036,981      1,963,019

The following table summarizes the options and stock bonuses granted pursuant to
the Plans as of January 31, 2009:

Incentive Stock Options
-----------------------

                                                                      Options
                                                                     Exercised
                                                                       as of
 Shares Subject to                                     Expiration   January 31,
      Option         Exercise Price   Date of Grant  Date of Option     2009
--------------------------------------------------------------------------------
None                        --               --              --           --


                                       20
<PAGE>

Non-Qualified Stock Options
---------------------------
                                                                      Options
                                                                     Exercised
                                                                       as of
 Shares Subject to                                     Expiration   January 31,
      Option         Exercise Price   Date of Grant  Date of Option     2009
--------------------------------------------------------------------------------
     250,000              $0.32          6-30-03        7-15-05       250,000


Stock Bonus Plan
----------------

                                Shares Issued as Stock
 Name                                Bonus (1)(2)            Date Issued
--------------------------------------------------------------------------------
George Shaw                                    100,000         10/30/03
Scott Shaw                                     100,000         10/30/03
Employees and consultants                    1,836,981       Various dates
                            ---------------------------
                                             2,036,981
                            ===========================

(1) In October 2006 the Company issued 150,000 shares of its restricted common
stock to George Shaw and 150,000 shares to Scott Shaw for services rendered.
However the shares issued in October 2006 were not issued pursuant to the
Company's Stock Bonus Plan. Shares were valued at market price on the date of
grant.

(2) In October 2008 the Company issued 750,000 shares of its restricted common
stock to George Shaw and 750,000 shares to Scott Shaw for services rendered.
However the shares issued in October 2008 were not issued pursuant to the
Company's Stock Bonus Plan. Shares were valued at market price on the date of
grant.

18. RECLASSIFICATIONS

As  discussed  in  Note  5,  management  believed  the  collection  of the  note
receivable  in cash funds to be  questionable  and so  determined to reflect the
receivable on the balance sheet in the form of the underlying  collateral.  This
classification  as  properties  held for  resale on the prior  balance  sheet of
January 31, 2008 has been  reclassified as a note receivable in the accompanying
consolidated balance sheet. There were no  reclassifications  made to either the
consolidated  statements of  operations  or  statements of cash flows  presented
herein.

19.  SFAS 69 SUPPLEMENTAL DISCLOSURES (UNAUDITED)

Net Capitalized Costs

The Company's aggregate capitalized costs related to natural gas and oil
producing activities are summarized as follows:


                                       21
<PAGE>


Natural gas and oil properties and       January 31, 2009 January 31, 2008
                                         ----------------------------------
  Related lease equipment:
  Proved                                     $  2,606,814      $ 2,380,633
  Unproved                                        162,012           16,845
                                         ----------------------------------
                                                2,768,826        2,397,478
Accumulated depreciation, depletion and
  impairment                                  (2,249,545)        (904,302)
                                         ----------------------------------
  Net capitalized costs                       $   519,281      $ 1,493,176
                                         ==================================

Unproved properties not subject to amortization consisted mainly of leasehold
acquired through acquisitions. The Company will continue to evaluate its
unproved properties; however, the timing of the ultimate evaluation and
disposition of the properties has not been determined.

Costs Incurred

Costs  incurred in natural gas and oil  property  acquisition,  exploration  and
development activities that have been capitalized are summarized as follows:

                                                    Years Ended January 31,
                                                    2009              2008
                                                    ----              ----

Acquisition of properties
  Proved                                         $       -         $       -
  Unproved                                               -                 -
Exploration costs                                        -                 -
Development costs                                  692,948           575,367
Equity investment in Snyder Well Partnership        39,000                 -
                                                 ----------        ----------
                                                 $ 731,948         $ 575,367
                                                 ==========        ==========

Results of Operations for Natural Gas and Oil Producing Activities

The Company's results of operations from natural gas and oil producing
activities are presented below for the fiscal years ended January 31, 2009 and
2008. The following table includes revenues and expenses associated directly
with the Company's natural gas and oil producing activities. It does not include
any interest costs and general and administrative costs and, therefore, is not
necessarily indicative of the contribution to consolidated net operating results
of the Company's natural gas and oil operations.

                                                  Years Ended January 31,
                                                  2009             2008
                                                  ----             ----

        Production revenues                   $  272,223      $  431,959
        Production and transportation costs     (133,470)       (201,826)
        Impairment of property                (1,225,455)       (701,691)
        Gain on sale of properties               267,549
        Depletion expense                       (119,786)       (126,315)
                                              -----------     -----------
                                                (938,939)       (597,873)
        Imputed income tax provision (1)               -               -
                                              -----------     -----------


                                       22
<PAGE>

        Results of operation for natural
         gas/oil producing activity           $ (938,939)     $ (597,873)
                                              ===========     ===========

(1)  The imputed income tax provision is hypothetical (at the statutory rate)
     and determined without regard to the Company's deduction for general and
     administrative expenses, interest costs and other income tax credits and
     deductions, nor whether the hypothetical tax provision will be payable.

Natural Gas and Oil Reserve Quantities

The following schedule contains estimates of proved natural gas and oil reserves
attributable to the Company. Proved reserves are estimated quantities of natural
gas and oil that geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under existing
economic and operating conditions. Proved developed reserves are those which are
expected to be recovered through existing wells with existing equipment and
operating methods. Reserves are stated in thousand cubic feet (mcf) of natural
gas and barrels (bbl) of oil. Geological and engineering estimates of proved
natural gas and oil reserves at one point in time are highly interpretive,
inherently imprecise and subject to ongoing revisions that may be substantial in
amount. Although every reasonable effort is made to ensure that the reserve
estimates are accurate, due to their nature reserve estimates are generally less
precise than other estimates presented in connection with financial statement
disclosures.

                                          Gas - mcf        Oil - bbls
                                        ---------------  ----------------
Proved reserves:
 Balance, January 31, 2007                  1,942,040            22,143
  Sale of reserves in place                (1,136,665)           (3,256)
  Revisions of previous estimates                 615            36,521

          Production                          (59,491)           (1,499)
                                        ---------------  ----------------
 Balance, January 31, 2008                    746,499            53,909
                                        ---------------  ----------------
  Sale of reserves in place                  (298,035)
  Revisions of previous estimates             (41,548)          (47,118)
  Production                                  (28,157)           (1,147)
                                        ---------------  ----------------
 Balance, January 31, 2009                    378,759             5,644
                                        ===============  ================
Proved developed reserves:
     Balance, January 31, 2009                378,759             5,644
     Balance, January 31, 2008                746,499            53,909

Standardized Measure of Discounted Future Net Cash Flows:

The following schedule presents the standardized measure of estimated discounted
future net cash flows from the Company's proved reserves for the fiscal years
ended January 31, 2009 and 2008. Estimated future cash flows are based on
independent reserve data. Because the standardized measure of future net cash
flows was prepared using the prevailing economic conditions existing at January
31, 2009 and 2008, it should be emphasized that such conditions continually


                                       23
<PAGE>

change. Accordingly, such information should not serve as a basis in making any
judgment on the potential value of the Company's recoverable reserves or in
estimating future results of operations.

                                               Years Ended January 31,
                                               2009              2008
                                               ----              ----

Future production revenues (1)               $ 1,358,079    $ 8,271,034
Future production costs                         (627,398)    (2,566,873)
Future development costs                              --       (624,258)
Future income tax                                     --     (1,214,654)
                                             ------------   ------------
Future net cash flows                            730,681      3,865,249
Effect of discounting future annual
    cash flows at 10%                           (373,412)    (1,787,576)
                                             ------------   ------------
Standardized measure of discounted
    net cash flows                           $   357,269    $ 2,077,673
                                             ============   ============

(1)  The weighted average natural gas and oil wellhead prices used in computing
     the Company's reserves were $3.18 per mcf and $27.22 per bbl at January 31,
     2009 as compared to $6.06 per mcf and $69.15 per bbl at January 31, 2008.

The following schedule contains a comparison of the standardized measure of
discounted future net cash flows to the net carrying value of proved natural gas
and oil properties at January 31, 2009 and 2008:

                                                      Years Ended January 31,
                                                      2009              2008
                                                      ----              ----
Standardized measure of discounted future
  net cash flows                                  $ 357,269       $ 2,077,673
Proved natural gas & oil property net of
 Accumulated depreciation, depletion and
  amortization, including impairment of
  $1,248,954 and $280,201 at January 31,
  2009 and 2008, respectively                       357,269         1,479,331
                                                ------------      ------------
Standardized measure of discounted future
  net cash flows in excess of net carrying
  value of proved natural gas & oil properties  $        --       $   598,342
                                                ============      ============

The following reconciles the change in the standardized measure of discounted
future net cash flow for the years ended January 31, 2009 and 2008.

                                                     Years Ended January 31,
                                                     2009              2008
                                                     ----              ----

Beginning balance                               $ 2,077,673       $ 4,416,660
Sales of oil and gas produced, net of
   net of production costs                         (150,827)         (230,133)


                                       24
<PAGE>

Net changes in prices and production costs         (718,537)       (1,751,017)
Sales of reserves in place                         (597,908)       (1,014,763)
Revisions of estimated quantities, less related
  development costs                              (1,520,861)          349,596
Accretion of discount                                53,075            77,338
Net change in income taxes                        1,214,654           229,992
                                                ------------      ------------
Ending balance                                  $   357,269       $ 2,077,673
                                                ============      ============

20.  DRILLING OBLIGATION

On November 24, 2008, Corp. acquired a working interest pursuant to a joint
development agreement. The agreement requires the drilling of a total of five
wells at a price of $39,000 per well. Four payments remain outstanding as of
January 31, 2009 for a total accrued obligation of $156,000 as of January 31,
2009.

21.  SUBSEQUENT EVENTS

February 10, 2009     Signed a letter of intent to purchase a natural gas
                      gathering pipeline system in Callahan and Shackleford
                      Counties, Texas.

February 11, 2009     Issued 200,000 shares of common stock to unrelated
                      party in settlement of $16,000 outstanding obligation.

February 23, 2009     Issued 220,000 shares of common stock to five consultants
                      in payment for services rendered to the Company.

February 27, 2009     Sold note receivable and collected $921,091.

March 9, 2009         Acquired a 2% ORRI in the Callahan County, Texas prospect
                      for $161,000.

April 2, 2009         Acquired additional acreage to expand the Callahan County,
                      Texas project.






<PAGE>


                                   SIGNATURES

      In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 15th day of June 2009.


                                   ENERGAS RESOURCES, INC.


                                   By: /s/ George G. Shaw
                                       ---------------------------------------
                                       George G. Shaw, President, Principal
                                       Accounting Officer and Principal
                                       Financial Officer


      In accordance with the Exchange Act, this Report has been signed by the
following persons on behalf of the Registrant in the capacities and on the dates
indicated.

                                     Title                    Date

/s/ George G. Shaw
------------------------
George G. Shaw                      Director             June 15, 2009


/s/ G. Scott Shaw
------------------------
G. Scott Shaw                       Director             June 15, 2009








<PAGE>



                             ENERGAS RESOURCES, INC.


                                    FORM 10-K

                                    EXHIBITS



<PAGE>